


The Teacher, the Sorceress, and the Wonderbolt

by Wrabbit7



Series: TSW [1]
Category: My Little Pony: Friendship is Magic
Genre: F/F, Multi, Romantic Comedy, Romantic Fluff, Slice of Life
Language: English
Status: Completed
Published: 2016-10-27
Updated: 2016-10-27
Packaged: 2018-08-27 10:29:54
Rating: Explicit
Warnings: No Archive Warnings Apply
Chapters: 19
Words: 94,661
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/8398102
Author URL: https://archiveofourown.org/users/Wrabbit7/pseuds/Wrabbit7
Summary: Twilight Sparkle makes friends easily, ever since she came to Ponyville. Some would argue, a little TOO easily. Three ponies; one whose affection grows every time she sees her, one she was kind to in her darkest hour, and one who's admired her from afar for years. Cheerilight, Twixie, or Spitlight. Which shipping will reign supreme? Will our oblivious mare even notice the competition going on? Who will she choose? Please note that this story was originally published on FiMFiction, so some adjustments needed to be made. If you spot any problems, please let me know.





	1. Surprises All Around

 

**Chapter 1: Surprises All Around**

 

 

“Thank you Miss Hooves.” Cheerilee gave her sincere thanks with a warm smile. She waved goodbye to the mailmare as Derpy left her home to continue her rounds. The smile disappeared however, when she saw the postmark on the badly crumpled and stained letter. It was dated three months ago, far too long for the quick trip from Canterlot. With nervous worry, she ripped open the envelope, and quickly read the letter inside.

 

 

>  
> 
> __Dear Miss Cheerilee,_ _

 

> _We at the Ministry of Magic, Canterlot branch, Department of Education, regret to inform you that due to recent budget cutbacks, we will be unable to provide for you an Instructor in the Arcane Arts this fiscal year. We apologize for this inconvenience and urge you to make other arrangements for the coming school year. At your request, we can provide you with a list of tutors in your area, but must ask for a request to process no later than two weeks from this postmark, owing to the fact that such tutors are in very high demand. We are afraid the payment for this tutor must come from your town's own purse. Again, we apologize for the inconvenience, and wish you luck in your endeavors._
> 
> _With deepest apologies,_
> 
> _Pencil Pusher the Diligent_
> 
> _Chief Educator_
> 
> _Ministry of Magic, Canterlot Branch, Department of Education_

 

 

Cheerilee's knees buckled, leaving her to slide down the door frame, ending in a heap on her stoop. _This is a disaster! The instructor was supposed to come by today so we could discuss the curriculum! And classes were supposed to start TOMORROW!_ The poor teacher groaned  softly and covered her eyes with her hooves.

“Cheerilee? Is something wrong?” The voice pulled her from her musings, causing her to look up with a gasp. Before her stood Twilight Sparkle.

Cheerilee felt a familiar rush in her chest at the sight of the unicorn. Every time this mare made an appearance, her day was instantly brightened, and today was no exception. “Twilight!” she gasped. A sudden thought ran through her mind instantly. “Um Twilight, could I ask you for a large-sized favor?”

“Well, I was on my way to Quills and Sofas to pick up some supplies, but I always have time to spare for my favorite school teacher,” she smiled back.

The maroon pony's heart rate doubled at the friendly words. She wondered how such an innocent comment could make her feel like she was flying amongst the clouds. “It might be best explained if you read this letter I just received today. Keep in mind that it was sent several months ago.”

Twilight picked up the letter in her telekinetic grasp, and read through the lines quickly, her eyes widening as she reached the end. “Oh, my. This is quite serious, Cheerilee. Did you want me to send for a tutor from Canterlot? I know a few there who are quite good,” she inquired.

Watching her hooves as she pawed the ground in nervousness, Cheerilee responded, “Actually Twilight, I was kind of hoping that you could teach the class. I know just how much you love learning, and teaching is a great learning experience. It would only have to be for an hour a day, three times a week, and the class would be very small, so you'll be able to give them the attention they need. I'm afraid I cannot pay you much, but I'll make it up to you.” Worried at the lack of response, she looked up again to see Twilight's reaction.

The stars in the unicorn's eyes, and near-manic grin put the fear of Celestia in the teacher. “Y- you want me- ME to TEACH? You want ME to shape young, fertile minds? You want ME to spread the joy of learning?!” With every sentence, Twilight had taken another step closer, until by the end, she was quite literally nose-to-nose with Cheerilee, who was backed up against the door frame.

With a nervous titter, Cheerilee said, “Um, i-i-if it's not too much trouble that is...”

Cheerilee was stunned into silence when Twilight swept her up into a fierce hug, and began to twirl her around in her front yard. “Oh, thank you, thank you, thank you so MUCH! I've been wanting to spread some of the knowledge that I've been acquiring for so long now! You don't know just how much this means to me!” She stopped twirling as a thought suddenly occurred to her. “Oh! I need to get started on a lesson plan! And books! And worksheets! And Tests! Oh, my goodness, the TESTS!”

She dropped the mare in her arms without a second thought, and began hopping on her rear hooves and clapping her fore hooves. “Eeeee! I get to MAKE tests! Oh, this will be so much FUN!” She stopped her dance long enough to grab Cheerilee by the shoulders and say, “I better go prepare! Meet me at the library at noon so we can discuss everything we need to do, okay?” and with that, she ran off. She didn't get far before she ran back and gave her another tight hug along with a quick peck on the cheek. After which, she ran off again to gather her needed supplies.

Overwhelmed, Cheerilee fell backwards onto her lawn sporting a goofy grin and a blush warm enough to fry an egg. With deliberate care, she placed a hoof near the place Twilight had kissed. The pleasant burn spread to her hoof, giving it a tingling sensation. _Now I understand why some ponies say “I'll never wash this cheek again”. Does she even know how adorable she is? Or how sexy?_

The teacher let out a contented sigh, and just lay there enjoying the warm sun on the cool autumn day. Ignoring the looks she was getting from passersby, she whiled away the time, daydreaming about a certain lavender unicorn librarian. She remembered with fondness the first time she laid eyes on the mare. She was walking through town, talking to her assistant dragon, muttering something about making sure the town was ready for the Princess' arrival for the Summer Sun celebration so she could get back to the important stuff. What in Equestria could be more important? Well, after that, Twilight became something of a fixture in the town, taking charge of the public library. Cheerilee had gone to see her a few times for school functions, and they had met a few times in the street, and with each encounter, the teacher would add another butterfly to her stomach. Now, they were going to be spending a lot more time together. A LOT. With a grin, Cheerilee thought to herself _She is right about one thing. This is going to be so much FUN!_

 

* * *

 

The blue mare sat down in the middle of the road with a decidedly unladylike grunt. She levitated her hat off of her head to wipe the sweat from her brow with a hoof, and slowly fanned herself with it. “Trixie did not think it would be quite so hot today. And so early, too.” So unused to such arduous physical labor, that even the walk she had resumed at dawn had her drenched with sweat, despite the cool weather. It didn't help that all her meager belongings were stowed in the overstuffed saddlebags she wore on her back, nor that she had been walking like this for the past three days.

Replacing the star-spangled hat, she looked down the hill at the town below her, and remembered the last time she was here. She recognized the spot where she had parked her stagecart... only to have it smashed to splinters by the Ursa Minor. She noticed the water tower that a certain pony had filled with milk and turned into a baby bottle had been replaced. And the apple orchard on the far side of town appeared ready for harvest. Even now, she could see ant-sized ponies among the trees, placing baskets under their boughs in preparation.

Then, she spotted the building that was her ultimate target. The tree-turned-library was a humble structure in Trixie's eyes. _Rather small and dowdy if one were to ask Trixie._ From this distance, she could just make out a purplish blob making its way to the building. No, wait, is it... dancing? There was a moment where the shape definitely twirled in place before stopping to pick up something it had dropped and going inside quickly. Shaking her head at what must have been a trick of distance, Trixie heaved herself up to her hooves, and continued down the road.

The looks she received from the other ponies as she made her way started to give her an uneasy feeling. Conversations stopped as she went past, and the stares she was getting would have made a lesser pony self-conscious. To Trixie, they only made her mildly disturbed. _One could hardly begrudge them their jealousy. Trixie has only met one pony who can outshine her, or even come close to her talent._

The blue mare had her nose in the air as she trotted through town, which was how she missed the rope strung out on the ground. She also missed it going taut just before she reached it. However, she did not miss the ground as she tripped, falling face first into the dirt. Overbalanced by the saddlebags, her rear end kept going until they were directly over her head. The flaps on the overstressed bags came undone and dumped their contents on the mare.

Immediately, the silent street was filled with stifled laughter, which doubled in intensity when her rear, now bereft of the extra weight, came down again. Slowly, she picked herself up and the street was silent once more. With barely contained rage, she picked up her spilled belongings with her magic and stuffed them into the bags quickly. Trixie studiously ignored her audience until a tomato hit her in the back of the head.

She whirled around to see who would dare to affront her so to find nopony there. With a “Humph!”, she continued as if nothing had happened. Though she ignored the snickering aimed at her, she kept her eyes open to any further attacks, little good though it did her. By the time she had arrived at the library door, she was covered in filth and had somehow managed to get a hoofful of burrs tangled in her mane.

With as much dignity as she could manage, she politely knocked on the door and waited. “Coming!” a voice inside distantly called, the familiar dulcet tones bringing a smile to Trixie's face.

The door opened to reveal Twilight Sparkle. “You're early Chee-” Her sentence was cut off by the unexpected sight before her. “Trixie?” she asked after a moment's hesitation. “Is that you Trixie? What happened to you?”

“Are you going to invite Trixie in, or shall she just wait out here?” she asked with a barely perceptible quaver in her voice.

Twilight stepped aside to allow the showmare in. Trixie walked in, and her host closed the door just as it was pelted with half a head of shot lettuce. The audible thump caused both of them to jump. Twilight once again opened the door, but spotted nopony anywhere in sight. She did note the wilted lettuce on her stoop, and nudged it off to the side with a hoof before heading back in.

She turned around to see Trixie standing stiffly, but proud. “Trixie, what happened? Your last letter said that you'd be nearby in one of the Canterlot suburbs. I was going to come see your show in a few days.”

Trixie smiled at the mare's thoughtfulness. They had been exchanging letters since shortly after she had been chased out of Ponyville. Twilight had gone looking for the embarrassed showmare, and did her best to console her, even going so far as to give her address when the proud unicorn had refused to come back with her. In the ten intervening months, they had grown quite close over their correspondence. More so to Trixie's mind, than Twilight's.

With a sniff, Trixie replied, “The Great and Powerful Trixie decided to surprise Twilight Sparkle.” A moment of silence passed before she said in a timid voice, “Surprise?”

“Well, objective achieved. I am indeed, pleasantly surprised,” Twilight chuckled as she floated a trashcan into the room and began to pick off trash from the blue mare with her magic. “But how did this happen to you?” She held up a bit of tomato pulp for emphasis.

Trixie looked at the garbage in question and turned her head away as if it were nothing of consequence. “The great and powerful such as Trixie attract enmity wherever they go. It is something to which one must become accustomed.”

Twilight gave a little lopsided smile. “Well, accustomed or not, you're a mess.” She led her guest down the hall to the bathroom. “Here, take all the time you need to get cleaned up. You're welcome to my bath and anything in here.” Trixie was about to protest, but was interrupted by the lavender mare. “I insist. What kind of friend would I be to leave you dripping rotten vegetable matter like this?”

The showmare was overcome. “Tri- um, thank you, Twilight Sparkle. For everything.”

“You're quite welcome, Trixie.” Twilight's genuine smile brought a flustered smile to the sky blue pony. What she said next though, caused the smile to morph into a surprised “O”. “And you're staying here tonight, no arguments out of you. It's too far to walk back to Canterlot tonight, and the trains are notoriously late around here on Sundays.”

“Oh. Um, if you're sure that it is no imposition...” The negative head-shake Twilight gave her confirmed this. “Then Trixie will humbly accept your offer of lodgings.” At that, Trixie gently closed the door and leaned against it, sliding down to sit on the floor. Now in complete solitude, she let her mask fall. A dreamy smile crept onto her lips, and a burning blush flooded her cheeks. Not since her parents died over a decade ago, had anypony shown her this amount of kindness without wanting something in return. Looking at her guileless face, it was plain to see that all Twilight wanted in return was exactly what she gave freely. Trixie put her hoof over her chest right where she felt an incredible lightness. She felt like her heart was fluttering at her ribcage in an attempt at escape. The feeling was some stiff competition for the flock of butterflies in her stomach for which was going to overwhelm her.

With the sigh of a lovesick filly, she rose to tend to her ablutions.

 

* * *

 

As the yellow pegasus flew over the town, she scanned the ponies below for a familiar face. At this point, any familiar face would do. She had been looking first for the pony she had come here to see, and when that had failed, the library itself. Alas, she was going to have to do this the possibly embarrassing way, and go to the town hall and ask for directions. Oh sure, she had a plausible cover story, but as team captain for the Wonderbolts, this would ideally be dealt with by a subordinate. Preferably Soarin'. He could always stand to work off his latest trip to the buffet. But Spitfire had good reason to take care of this personally.

She had seen the purple unicorn mare many times since joining the Wonderbolts. At first, it was whenever she had business in Celestia's court, she would notice the cute unicorn with an almost terminal case of shyness.  Back then, she wasn't team captain of course, but whenever there was a need for a team representative to visit the court, Spitfire was always first to volunteer, even going so far as to challenge other members for the privilege. All just to catch a glimpse of that fey filly. On the few times she had seen her, she was either hiding behind the princess herself, or had her nose buried in a book, making it nearly impossible to approach her without being rude. Many times, she had tried to write her a letter (having learned her name by asking the palace staff), but just could not find the words to put down on paper that didn't make it seem like she had all the articulation of a stunned brick.

Still, day and night, Spitfire dreamed about this mare and what she would say should they meet. She felt that if she could become team captain, she would finally have not only the clout to impress, but also the courage to finally ask her out. So she trained. She trained so hard, she would vomit from exhaustion, and then she would train some more. Every time she thought she was done in, had no more left to give, she would picture that lavender mare, her indigo mane blowing in the breeze, her enticing star-shaped cutie mark just daring somepony to be brave enough to touch her perfect flank; she would find reserves of energy she never knew she had. She would break through the pain barrier, and come out the other side stronger, faster, better than before. She didn't neglect her brain, either. She saw not only how Twilight (the most perfect name in all of creation by her reckoning) was never seen without a book, but also learned that she was the princess' personal student, and knew that winning this mare would take more than physical strengths. When she wasn't practicing or sleeping, she was studying. While she ate, in between practice runs, even while she bathed, she read books that she had seen in the hooves of the object of her affection, no matter how esoteric the subject.

When the day came that the old captain was retiring, and a new one was to be chosen, nopony was surprised at his choice of successor. It was little secret that no other pony on the team had her skill, stamina, or even (make that especially) her drive. When princess Celestia pinned the golden captain wings on her uniform, she felt that the time had finally come. She would ask that beautiful mare on a date, and everything would work out. Unfortunately, one look at the mare in question was all it took for her to become undone. Her stomach dropped out like the first day she had been pushed off a cloud to learn how to fly. During all her training, she had only gone to the palace a few times so as to interrupt her work as little as possible. Now, seeing her again in the flesh brought back all the insecurities. She tried several times after that to approach her, but all to no effect. Trying to talk to her was like trying to talk to perfection. It is just not done.

It became a moot point however, when shortly after Princess Luna's return, she discovered that she was no longer living at the palace. Asking around had only earned her strange looks, and asking the Princess something possibly personal would be... imprudent. It seemed that her chance at happiness had passed her by.

That is, until the day of the Best Young Flyer competition. Her heart froze when she spotted her with what were obviously her friends. That gave her pause, and left her wondering how a unicorn and two earth ponies came to be standing here in Cloudsdale stadium. That question was quickly pushed to the side at the joy that ran through her. She never thought she would see her again, but here she was! She had to go speak to her before it was too late! She had to... she had to go save that poor unicorn who had just plummeted to her certain doom! Spitfire wasted no time as she leaped into action, diving after the hapless pony. Unfortunately, just as she reached her, the unicorn's flailing limbs knocked her unconscious.

When she finally regained her senses, she found herself in the Cloudsdale hospital with a concussion. It wasn't until many months later when she next met with the elusive mare. As captain of the Wonderbolts, it was her duty to put in appearances at events like the refilling of Cloudsdale's reservoir. Seeing that it was Ponyville's turn at the task, she sent a junior member to talk to the local scientist to see about rebuilding the old anemometer. She came back with an affirmative (as well as an amusing anecdote about how detail obsessed this egghead was), and Spitfire thought nothing more about it until the day she was to show. Seeing her standing by the giant anemometer stunned her. Spitfire was so nervous, she could barely string together a few words. After the tornado was finally pulled off (by the skin of their teeth), she looked back at the lavender mare, longing in her eyes. Yet again, she was stymied by her fears. What was it about this mare that so tongue-tied her? Why couldn't she just come out and say it?

Well, not this time. After several weeks of fretting and screwing up her courage, she came up with a plausible excuse to visit her and dashed off before her  courage failed her again. She had even deliberately left her uniform behind so as to not attract too much attention, and so that she didn't give the impression of trying too hard to impress. She had just decided to give in and ask at the town hall, she spotted a familiar tiny purple shape walking away from what appeared to be a giant gingerbread house. _Ah! There's that baby dragon of hers! He can help me!_

Spitfire gracefully landed in front of the dragon who was carrying a stack of confectionery boxes taller than himself. With a polite cough to announce herself, she stood slightly to the side so he would not run into her. He peeked around the stack and looked at her inquisitively. “Um, yes?”

“Hello... Spike,” she said with a slight hesitation. She grinned inwardly that she remembered his name. “My name is Spitfire. I was hoping you could direct me to the library? I have something I wish to discuss with Twilight Sparkle.” It was only through great effort that she was able to say _Her_ name without a breathy whisper.

Spike arched an eyebrow at her. “Spitfire? Where have I...” Dawning realization spread on his face, and he shouted, “You're-!”

His exclamation was cut short with the mare's hoof being planted firmly in his mouth. She leaned forward and whispered conspiratorially, “Please don't shout that out. I've heard that a certain... fan of mine lives around here, and I'd rather not run into her just yet. Not until I do what I've come here for.”

The dragon nodded around the hoof which was then removed from his mouth. With a smile, he said, “Well, I was just heading back to the library myself. I'm pretty sure Twilight's still there.”

The pegasus nodded at this and followed him back. When he opened the door however, her smile and elation at finally meeting her crush both took a nosedive. There was Twilight, sitting at a large desk talking to a maroon mare who was making moon-eyes at her. The only saving grace of the situation was that Twilight seemed to be oblivious to the fact.

Spike walked up to the table and plopped the boxes onto it. “Twilight, you have a guest.”

She looked up at Spike as if noticing him for the first time (which was in fact, what had happened). She had been so engrossed in going over the proposed lesson plan with Cheerilee, that she had typically tuned out the rest of the world. “What's that, Spike? A guest?” She looked over to the stunned pegasus with a smile, then walked around the table to greet her. “Hello there, I'm Twilight Sparkle. Is there something I can help you with?”

It took a moment for the yellow pegasus to find her tongue again before she finally replied, “Um, yes. I don't think you remember me, but my name is Spitfire. I was here when your town refilled the reservoir for Cloudsdale?” Spitfire's uncharacteristic  nervousness was starting to cause her to stumble over her words, and she lost track of what she was going to say.

Twilight on the other hoof, looked a bit confused. “Your voice does sound familiar, but I can't quite place your face, which is odd considering your striking coloration and cutie mark.”

Everyone in the room, Spitfire included, peered around to get a glimpse of the fireball that prominently stood out on her flank. With a blush and a nervous clearing of her throat, she tried to regain her mental footing in the conversation, but found that her mind had gone completely blank. “Ahem. Yes, well... ah... that is...”

As she trailed off, Spike came to her rescue. “Really, Twilight, how can you forget Spitfire? With as much as Dash talks about her, you'd think that you would have memorized everything there is to know about the Wonderbolts by now.”

Recognition dawned on Twilight's face, causing her to blush a little at her social faux pas. “Omigosh, I'm so sorry, Miss Spitfire! I didn't recognize you out of uniform!” Her blush doubled when she realized what she had just said. “I mean, not that I was peeking on you or anything, or anything, I mean, I'm sure you're allowed to wear anything you like off duty, or not wear in this case, I mean...” Her blush doubled again in intensity. “I'll shut up now” she meekly finished.

Both Cheerilee and Spitfire were smiling at Twilight indulgently as she hung her head in shame. However, all that cute sputtering had realigned her mental tracks, reminding Spitfire of her excuse as to why she was here. “Um, actually, Twilight, I was here for two reasons. The first was to give you this.” She pulled out of a small saddlebag a medal commemorating the unicorn's hard work in rebuilding and monitoring Equestria's largest, and most accurate anemometer.

Twilight took the medal in her telekinetic grip, and admired it with a blush. “I-I don't know what to say. Thank you.” She put the medal around her neck before giving the surprised pegasus a quick hug.

Needless to say, this left Spitfire a little discombobulated, and it took Twilight asking another question to bring her out of it. “You mentioned two reasons for being here? What was the other one, if I may ask?”

With a shake of her head, Spitfire answered, “Well, I've heard so much about the week-long series of  fall festivities unique to this town. I took a few weeks off so that I could relax a little, and maybe even take part in the running of the leaves.”

Twilight eagerly took the lifeline thrown to her. “That's great, Spitfire. Who are you going to be staying with?”

This question seemed to take her off-guard. “What do you mean? Isn't there an inn or hotel here?”

Immediately, the newly anointed pedagogue smiled at the chance to educate someone. “ Oh my goodness, no. This town is far too tiny to support such a venture. Why, the population here is just over two hundred, and that includes the outlying farms and other ponies outside of the town limits. Most visitors here simply stay with family or friends. So, with whom are you staying?”

The cute look Twilight was giving her, snapped Spitfire out of her stupor. _This is perfect! I'll ask her and that will give me WAY more opportunity to tell her how I feel!_ “Well, actually, I had no idea it was like this here. I have no family here, and as for friends...” She let the sentence drift off in the hopes that the purple mare would catch on. Cheerilee, while smiling pleasantly, had a dangerous eye tick developing.

Twilight beamed at her saying, “Well, I already have a guest staying here for a while, but I'm sure we could accommodate you, Miss Spitfire.”

Both of the other ponies and the dragon looked agog at Twilight's nonchalant announcement of a guest already at her home. While the two mares were trying desperately to engage their brains to ask, Spike was quicker off the mark. “Um, Twilight? What are you talking about? What guest?”

His question, however, was answered by a singsong voice calling out to her hostess. “Oh, Twilight! I really can't thank you enough for letting me use your facilities. That bath really hit the... spot?” Her voice trailed off as she walked into the main lobby, wearing a towel on her head, and noticed everyone there staring at her in shock. With a nervous grin, she waved at everyone. “Aheh, hi.”

  
**Author's Note:**

I'm branching out into shipping. Somepony stop me before it goes too far! O_O The usual warnings apply here. I don't own any of the characters, settings, or things in this story. Only the words are mine. Well, not the words so much as their arrangement. All else is Hasbro's and that wonderful brain of Ms. Faust's God bless you, you wonderful woman!


	2. Sleepover Redux

**Chapter 2: Sleepover Redux**

 

 

An uncomfortable silence had descended upon the room. A unicorn, a pegasus, and an earth pony all looked at each other, going from one to another. At the same moment, all three recognized each other as a romantic rival for their hostess, the magical Twilight Sparkle. As the silence lingered, the tension grew thick enough to physically cut with a knife.

It was broken, when a slightly confused Twilight voiced an idea that just popped into her head. With a gasp, she cried out, “I just got the best idea ever!” Four sets of eyes turned to her. “We can have a working sleepover!”

Four sets of eyes looked at her incredulously, as if to say “Wut.”

Twilight plowed ahead, oblivious to the stares she was receiving. “Cheerilee and I need to work on the lesson plan for tomorrow, and it would really be helpful to have two outside perspectives! What do you say, girls?”

The ecstatic grin she was giving them quickly caused the animosity on the mare's faces to drip off like melting wax, only to be replaced by dubious expressions. Spike just facepalmed at his guardian's lack of social awareness. _Come on, Twi! Even I can tell there's something going on here._

Trixie was first to recover her voice. “What does Twilight Sparkle mean by 'lesson plan'? What are you doing tomorrow?”

Twilight began hopping up and down in place in her excitement. “Cheerilee asked me to teach the colts and fillies magic! Isn't that great?”

Her joy was infectious, spreading grins all across the room, though Trixie was still a little confused and put out. “That's... great,” she replied, lacking any enthusiasm. “But Trixie was hoping you would be able to show her around tomorrow. She is still new here, and there's so many ponies here who seem to harbor ill feelings towards Trixie.”

A Wry snort drew everyone's attention to Cheerilee. She noticed them staring at her, and decided to explain herself. “Oh, come on. With how you treated everypony when you were here last? Not to mention the Ursa minor. It's a wonder there isn't an angry mob at the door with torches and pitchforks.”

A look of fear quickly made its way across Trixie's face, and she gave a quick glance at the window as if looking for the tell-tale glow of open flame. Trying to recover, she put her nose into the air and looked away. “The great and powerful Trixie cannot help being better than the common pony. Nor should she hide it.” She took the towel from her head and floated a brush from the bathroom to groom her mane. “Besides,” she said with a smirk. “One cannot blame Trixie for the Ursa. _She_ was not the one who brought it into town.”

Cheerilee responded with a glare which was returned in kind. A showdown was narrowly averted by Spitfire. “Wow. Sounds like it's all go around here,” she said with a grin.

Twilight saw the opening and took it. “Yeah, it almost seems like every other week some huge disaster is brewing,” she answered  sheepishly. With only a moderate change in tempo, she asked, “So what do you girls say? Sleepover?”

With a coquettish smile, Trixie replied, “Well, since Twilight Sparkle is so kind as to let Trixie sleep here, she does not object to helping her... _educate_ some foals.” Her pointed looks at Spitfire and Cheerilee when she said “foals” left them little doubt just which foals she wished to educate, and in what subject.

Spitfire narrowed her eyes at Trixie and simply said, “Likewise.”

Not to be outdone, Cheerilee nodded. “I suppose it makes more sense to just stay here than going back home, if we're going to be working that late.” With a sly smirk, she added, “Even if I _do_ live just a few houses down the street. But do us all a favor and leave the... educating... to the pros, okay?”

Twilight somehow missed all this byplay and smiled hugely at the assembled mares. “Excellent! I'm sure that between the five of us, we can make great headway!”

Spike interrupted her guardian's good mood. “Four of you, you mean. Did you forget already that Rarity asked for my help with watching the Cutie Mark Crusaders tonight?”

Knocking herself on the head with a hoof, Twilight moaned. “Darn it! I totally spaced on that. Sorry, Spike. I guess we'll have to get by without your excellent services tonight,” she finished with a wry smile. “But before you go...” she trailed off in a wheedling tone of voice.

“Yeeesss...?” Spike replied cautiously.

“Would you make us some of your patented super-duper scrumptious salads for dinner?” she asked. “Pleeeaaase?” The puppy-dog eyes combined with her tone brought a smile to the faces of all three mares watching the scene. It was like she was the child asking her parent for a treat.

If the slump in Spike's shoulders didn't tell the tale clearly enough, his put-upon groan as he made his way to the kitchen certainly did. His progress was halted temporarily as Twilight ran up and nuzzled him. “Thanks, Spike. You're the best number-one assistant ever.”

Spike waved her off, but it was plain to see that he walked with more spring in his step now. “Yeah, yeah. No need to get all mushy on me.”

The lavender unicorn fairly bounced back to the table where she and Cheerilee were working earlier. She magicked the notes over in front of Trixie and Spitfire and asked, “So why don't we start with what we have and see if you can add anything or see if we missed anything?”

The two mares in question looked at the notes, but Spitfire furrowed her brows. “Um, Twilight, hon? You mind putting them down on the table? It's kinda hard to read these through your magic... um, field... thingy,” Spitfire inquired. She pointedly ignored the glares her familiarity with their hostess brought forth.

Twilight lightly knocked herself on the head with a hoof, sticking out her tongue at the same time. “Oops. Sorry Spitfire. Force of habit.”

The notes once more resting on the table and free of the energy field, they perused the papers again. Trixie began making mental notes of where to add in some form of theatrics or demonstration to make the lesson more interesting. Spitfire was intrigued that the framework was amazingly similar to her own training program workups. Both were satisfied that this would make for an excellent first class.

The Wonderbolt looked up at Twilight with admiration in her eyes. “I have to say, Hon, if I were a unicorn filly, I'd certainly want to continue your class. This is pretty interesting stuff. I didn't know that Starswirl the Bearded had designed the first magical telescope. I thought his field of expertise lay in the offensive spell category.”

Not to be outdone, Trixie added, “Well of course it's interesting. How could anything written by such a brilliant mare as Twilight Sparkle be anything but? It needs but a bit of polish and _panache_ to make it a lesson for the ages! One that will be used by professors for _millennia_ to come!” She struck a heroic pose at the end of her diatribe, and a mysterious wind from nowhere blew through her mane in a flourish.

“Um, thanks for the compliments girls, but Cheerilee here did most of the hard work,” Twilight said timidly. “I mostly just provided the facts and a few suggestions.”

The teacher gave them a lopsided smirk, but remained silent. Trixie and Spitfire looked at her, then at each other, then down at the paper again as if it had somehow offended them. “Well, Trixie can see _now_ why it's edges are so rough. It did seem a little... _sophomoric_ ,” she said as she pushed the notes away at hoof's length.

Further discussion (as well as Cheerilee's indignant sputtering) were put on hold as Spike emerged from the kitchen bearing four large bowls of salad. Croutons the size of large crackers accented the meal, and the raspberry and rose vinaigrette dressing set everypony's  mouth to salivating. He set down Twilight's bowl last, and received an affectionate nuzzle in thanks. “Aw, you're the bestest best number-one assistant ever, Spike.”

He leaned into the affection for a moment before remembering that there were others present, and pushed her away, though not very hard. “Oh come on, Twilight. You act like I did something hard or out of the ordinary.”

Twilight settled for rubbing her hoof on his head. “Just making sure you know I appreciate you, Spike!”

A slight blush came to Spike's cheeks as he headed for the door and donned a scarf he had gotten from Rarity as a present. “Aw, I already knew that, Twi.” _But it's always nice to hear it_ , he thought. “I'll see you tomorrow morning!”

She grinned in joyous anticipation as she replied, “More like tomorrow afternoon! Remember? I have school tomorrow!”

The dragon shook his head. “Only you could be so excited about going back to school. See you then!” He couldn't help but share her happiness as he walked to Rarity's. _I'm glad this came along. It's been a while since I have seen her this excited about something._

Silence descended onto the room as the ponies ate. It would not exactly be what one would call a companionable silence, but more like a cease-fire between hostile nations. They all seemed to be lost in their own thoughts, so nopony made an issue of it.

Once dinner was out of the way and the dishes stacked and set off to the side, they got back into the work. Cheerilee would help Twilight to frame her ideas, while Trixie would encourage her to add in notes for demonstrations and little flares of magic, and Spitfire would occasionally throw in a remembered fact now and again. Curiosity finally got the better of Twilight, and she asked Spitfire, “I have to say Miss Spitfire, you seem very well informed on magic for a pegasus. Very few ponies bother to study something they can't ever use.”

Spitfire grinned at the unicorn. “Please, just call me Spitfire,” she said. _Or better yet, lover_ , she thought to herself. “I like to exercise my mind as much as my body. Reading about magic and it's theory requires your full attention or you miss something important. I find it rather satisfying as well as relaxing.” She stretched one powerful wing straight up, showing off the muscles and beautiful plumage. “These babies may keep me aloft, but it's this that makes 'em work,” she said as she pointed a hoof to her head.

Twilight looked at her wing in wonderment. “Wow, I've never had an opportunity to see a pegasus wing this close up.” She raised a hoof hesitantly and looked at her in askance. “May I?”

Inwardly, Spitfire was dancing with excitement. “Sure. Help yourself,” she replied with affected nonchalance.

With gentle care, the lavender mare softly ran her hoof along the underside of the wing, sending a shiver down the Wonderbolt's spine. “Fascinating,” she breathed as she ran along the flight feathers, watching the minute interplay of colors as the light caught them just right. “I wonder why they're slightly iridescent?” Spitfire was about to answer when Twilight moved on to the downy feathers closer to the wing arm itself. The closer she got to the base of the wing, the more squeamish the pegasus got, until she couldn't hold it in any longer and ruffled the feathers involuntarily. Twilight looked into Spitfire's eyes in fear. “I'm sorry. Did that hurt?” she asked in a breathy whisper.

A slight blush sat on her face as she answered in an equally breathy whisper, “No. It's okay. I'm just a little... ticklish there. It's a bit of an... intimate place, under the wing.” Spitfire's heart was racing like it never had before. She subconsciously licked her suddenly too dry lips and her eyes took on a sultry, half-lidded appearance.

Their faces were just inches apart when a loud **_SLAM_** brought them back to reality, causing them to look around in alarm. Trixie was seen near a bookshelf picking up a book from the floor with her magic while holding another already. “Oops. Trixie apologizes, Twilight Sparkle. This book fell off the shelf when she pulled this one out.” The apologetic expression turned to a scathing look when she focused on Spitfire.

Twilight trotted over, saying, “No worries, Trixie. No harm done. Let me see which one you were looking for?” She looked at the covers, causing Trixie to blush furiously. “The Ka-Mare Sutra? Yeah, that one is always causing problems. For some reason, the cover is always sticky, no matter how many times I clean it. I've been meaning to read it. Rarity says it's well worth it, but I never can find the time.”

The purple mare activated her magic, gently enveloping Trixie's blue magic field and the other book with it with her own. Trixie blushed, thinking _Oh, her touch is so gentle. So soft. But I can feel the power underneath like a dragon, waiting to be unleashed. Just like her._

Their fields caressed each other as Twilight tried to gently pry the book from the blue mare's grip. “Um, Trixie? I can't put this other book back until you let go.”

Trixie's blush grew as she let go of the book in surprise. “Oh! Oh, dear. Trixie is sorry. Her mind was a million miles away.” The sweat on her forehead mirrored the moisture forming elsewhere from the intimate magical contact.

“Yeah, in the gutter,” Spitfire muttered to herself. Not only had she read many books on magical theory, she had her own copy of the Ka-Mare Sutra, and so knew how unicorns mingling their telekinetic fields could give and receive pleasure through them if done correctly. Apparently, Twilight had done something right, something that Trixie had not reciprocated.

“Perhaps we could get back to work here? Twilight's first class is tomorrow afternoon.” Cheerilee's pique was quite clear in her voice.

Twilight gave a sheepish smile as she returned to the table. “Sorry, teach. Won't happen again.” She paused at the boxes Spike had brought in earlier, and extracted a small sheet of wax paper, and a glazed doughnut. With crossed eyes, she speared the paper on her horn, then followed suit with the doughnut.

“Twilight, what _are_ you doing?” Cheerilee asked in amusement.

She looked up at the doughnut again and said, “What, this? I always do this to keep my hooves free, and to prevent any stickiness from making its way to the books. It's one of the reasons I love glazed doughnuts so much over others.”

All three shook their heads at the adorkable mare and they all dove back into the books again. They returned to their chosen seats, Spitfire and Cheerilee flanking Twilight, and Trixie sitting opposite her at the small round table. Their attention however, kept gravitating to that speared pastry, in such intimate contact with Twilight's horn. Unbidden, images of what else she might be able to do with that horn came to their minds.

Finally unable to take being jealous of a sweet treat any longer, Trixie made her move. A pale blue glow surrounded her horn, as she activated her telekinesis, gently tearing off a piece of the doughnut, careful to only take from the bottom of the pastry so it would not fall from the unsuspecting mare's horn. She floated it across the table to where she sat, and popped it into her mouth. A satisfied expression crossed her face as she chewed. She could swear, she tasted something other than doughnut and imagined it to be Twilight herself, who unaware of anything happening, continued writing obliviously.

Trixie opened her eyes to see the pegasus and earth pony glaring daggers at her. With a smirk, she made a big show out of chewing thoroughly and swallowing her bite.

Spitfire glanced at her, then up at the doughnut hanging by the horn. A small drop of glazing had collected at the break, and appeared ready to drop down onto the paper Twilight was writing on. With her own smirk at Trixie and Cheerilee, she leaned up as if nothing in the world were more natural, and with lips peeled back exposing her teeth, very carefully bit off another chunk of deliciousness, after wrapping her tongue around the bottom of the pastry to prevent the glazing from dropping. She was careful not to touch the horn, which was glowing as the unicorn continued writing.

She sat back, chewing contentedly, a very smug expression on her face as she watched the other two competitors. She too could taste something that was decidedly not an ingredient not found in doughnuts, but could not identify.

Cheerilee didn't want to be outdone, but Twilight's horn was well, Twilight's Horn. And considering the direction her mind had been wandering just minutes ago, it wasn't hard to imagine doing other things with that horn. Things that involved lips... and a tongue... or even... Cheerilee's blush extended halfway down her neck as she daydreamed, but she quickly came out of it when she noticed the now unbalanced doughnut starting to slide off. Without another thought, she leaned up and gently bit into the treat, inadvertently taking a larger bite than the two others. She noticed that if nothing was done, it would continue to fall off, so she nudged it with her lips higher on the horn, accidentally lightly kissing the horn itself.

Now blushing twice as furiously, the teacher sat back to enjoy the fruits of her labors. Like the other two, she could detect a distinct flavor that she had never tasted on any other doughnut before. She opened her eyes again to see the other two glaring at her with murder in their eyes. A smug smile of her own let them know just what she thought of the outcome of their impromptu contest.

However, disaster struck when the last tiny piece of doughnut fell from its perch, landing right on the page on which Twilight was working. They all stared at it in shock, the other three with no small amount of alarm. “Oops, I hate it when that happens.” Twilight levitated it up to her mouth and popped it in. She chewed for a moment before a confused look spread on her face. She looked at the others and asked, “Did I eat the rest already?”

Trixie responded first with, “Trixie supposes so. She was not paying much attention to it.” The other two nodded in agreement, hoping against hope that she would accept the story.

After a moment, Twilight shrugged, and returned to her work, but that didn't last long. A huge yawn worked its way through her, culminating in a stretch.

Cheerilee looked at the clock and gasped at the time. “Eleven thirty? Is that clock correct, Twilight?”

She looked up at the clock and gasped. “Wow! Time really flies when you're having fun. I guess we should get to bed, girls. Got an early start tomorrow.”

All three of her guests felt their stomachs tighten as if they had just fallen off of a cloud at her words. Each were picturing what they'd like to happen as they followed her upstairs. They took turns cleaning up for the night in her bathroom while Twilight prepared a pallet on the floor of her room for all four of them. There was no way all four could fit into her dinky little bed, after all, and she hadn't thought to bring out her spare from the basement.

Sleeping positions were determined by first come, first served. Twilight was laying down in the middle of the pallet on her stomach with her legs folded underneath her, waiting for the others to finish. Trixie was first, and laid down next to her in a similar fashion, their flanks touching. When Twilight arched an eyebrow at her questioningly, she said, “It's rather chilly tonight, don't you think?” She seemed to accept this silently, so Trixie continued, “I- I want to thank you for all you've done for me Twilight. I really appreciate the kindness you've shown me, even after I had been so horrid to you.”

Twilight nuzzled the mare beside her. “Think nothing of it Trixie. We all do silly or stupid things now and then. That's when we need a friend most to forgive and accept us.”

The moment was saved from becoming more emotional when Spitfire walked in. She noticed the two sitting so closely together on the floor, and with a grunt of disapproval, plopped herself down on the other side of Twilight. Flanked on either side, Twilight looked over at the new arrival. “Feeling the chill tonight as well?”

The pegasus nodded. “Yeah, a bit unseasonably cool tonight, isn't it, hon?” She snuggled close and rubbed her cheek against the unicorn's neck.

Twilight seemed to be a little unsure about this at first, but smiled at the affection eventually. With another yawn, she settled her head down on the pillow in front of her. It wasn't long before she was lightly snoring, a quiet _honk shoo_ noise escaping her lips. When Cheerilee walked in, she glared at the two mares laying beside her Twilight. They just looked at her with a smirk and laid their heads down to go to sleep.

Knowing that there was nothing to be done without disturbing the adorkable lavender mare, she resigned herself to laying behind all three ponies. In order to be as close as possible to her, she laid her head on Twilight's flank, breathing in her scent as she drifted off, dreaming of books and Twilight.

  
**Author's Note:**

Wow! I am pleasantly surprised at the reception this story has gotten. It is by far, the most popular story I have written and put on the internet. I'll continue to work hard and make sure that I don't disappoint you all. I just hope you can put up with my admittedly slow update schedule. I tend to write very slowly, waiting for my muse to get off her butt (you know I love you muse! ^_^ ). The usual disclaimers apply here. I own nothing but the arrangement of the words, all else is Hasbro's and that wonderful Lauren Faust's! Thank you for sharing your world of ponies with us!


	3. Surprises All Around

 

**Chapter 3: Class is in Session**

 

 

Cheerilee awoke with a start, just as she always did at five in the morning on a weekday. It was a habit she had acquired ever since she had started teaching here in Ponyville, and had served her well since. It never seemed to happen on weekends, but there have been many holidays that fell on a weekday where she had woken and was halfway through her morning routine before remembering she could have slept in, but overall, this ability was a blessing.

She lifted her head from the warm soft pillow she had been using, and noticed a small puddle of drool staining its purple, ink-scented fur. _Fur? Why does that sound off?_ The maroon mare sat up and shivered at the rush of cool air on her left side. She stood on unsteady legs and smacked her mouth a few times, trying in vain to get rid of the taste in her mouth. Cheerilee stumbled towards the bathroom with heavy eyes and was shocked when she bumped into a wall.

The teacher sat down with a plop and rubbed her sore head for a moment. _Ow! Who moved the door?_ She opened her eyes again and took stock of where she was, and that's when it all came back to her. With a blissful smile, she looked over at her hostess, and remembered dreaming of Twilight, herself, and a rather intimate moment they shared on top of the card catalog bureau downstairs. _That's one to file away for later when I'm alone._ Remembering where the upstairs bathroom was, she stumbled over to clean up before heading downstairs and making herself some breakfast.

 

* * *

 

Twilight was having the time of her life. How could you go wrong with a library that contained every book that had ever been written in the entire universe? To top it all off, every one of her friends were here researching their interests, and Princess Celestia was smiling down at her beatifically. Pride at her favorite student was evident in her face, making Twilight feel so warm and loved. Even her newest friends Trixie and Spitfire were having a philosophical debate with Cheerilee about the finer points of spell dueling at a nearby table.

“Well of course _you'd_ to counter with a simple Dispelling effect. You have as much artistry in your soul as trout, Cheerilee,” Trixie was in rare form tonight. “A true showmare would use a Valkyria's _Finale_ spell to shatter a Cryolight's _Icewall_. Dueling is as much about style, as it is the actual mechanics.” The Ursa Minor on her cape nodded in agreement as it took a fish from the Pisces constellation and ate it.

“Pony, please. In the time it takes you to cast a _Finale_ , I could have gotten off three Pyroheart's _Firestorms_ , and melted the darn thing,” Spitfire retorted. Her flaming mane flared a brilliant green as it grew hotter, before settling back to its normal orange-yellow.

Cheerilee slammed a hoof down on the table, sending cracks through the thick wood. “And you two are neglecting your basics! A Sentinel's _Banish Conjuring_ is not only the kind of bread and butter spell that any duelist should know, it will get rid of the barrier without endangering bystanders, _and_ in a timely manner. Just look at these numbers and tell me I'm wrong!” She waved a hoof, and an arcane and hideously complex equation appeared in the air before her. Somehow, the figures in the equation managed to look smugly at the other two ponies.

Twilight smiled warmly as she trotted over, and set down a platter holding four bowls of steaming oatmeal held in her magic. “Hungry, girls?” She floated a bowl to each before settling down with hers next to them.

They all looked at their bowls in excitement. “Say, is this your famous apple-cinnamon oatmeal, hon?” Spitfire managed to ask around her drool.” A nod of confirmation from Twilight was all the reassurance she needed to dig in. All four were gulping down the meal like it was going out of style, and there were still barrels of the stuff left over. Finally, she came up for air and gasped out, “You've _got_ to tell me what you put in this! Just apples and cinnamon wouldn't taste this heavenly!”

Beaming at her, Twilight said, “Actually, Cheerilee put me onto the secret ingredient. It's-”

 

* * *

 

Twilight awoke with a start, jerking her head up. “I know that smell,” she croaked. She started to rise, but quickly realized that would be impossible at the moment. Looking to her right through half-lidded eyes, she saw Spitfire's head resting on her withers. Looking to her left, she saw Trixie's head resting on one of her forelegs, which explained the dead feeling she was feeling from it.

With all the gentleness of a mother lifting her foal, she telekinetically lifted both their heads, and crawled backwards, out of the tangle, then gently set them down again. The mare tiphoofed silently to the door, doing her level best to ignore the agony of the pins and needles in her still asleep foreleg, just in time for her stomach to let itself be known. A yawn, a stretch, and a short, but carefully executed trip down the stairs, brought Twilight to the main room, where the smell of her dream oatmeal hit her like a ton of bricks. She dashed into the kitchen on three (and one still recovering) legs and spied in the early morning light, a covered pot on the counter, along with a note.

_Dearest Twilight,_

_I hope you're ready for your debut in pedagogy. Just to make sure, I've prepared that oatmeal you keep asking for. It took a while, But I finally found the nutmeg and vanilla extract in your pantry, hiding behind a jar of gems. Just add some milk and warm it up on the stove if it's cold._

_Lots of luck (not that you need it), and see you soon,_

_Cheerilee_

Lifting the lid, a satisfying cloud of steam wafted out, nearly causing Twilight to float away on the heavenly aroma. She ladled a serving into a bowl and dug in. _Mmm... oh Cheerilee, if I thought for one moment that you were into mares, I'd ask you to marry me just so I could have this every morning._ Twilight finished the bowl, and went back for seconds. A quick estimate in her head on what was left, led her to believe that there would be enough for everypony when her guests woke up.

Despite the fact that she freaked out when anypony brought food into the library itself, she took her bowl over to the reading room, and settled down with a copy of _Foal Psychology Today_. She turned to chapter three, and began refreshing her memory on handling multiple foals at the same time.

 

* * *

 

Rarely had Trixie felt this warm and safe. Not since she was a little filly in her dam's arms had she felt this comfortable. She nuzzled further into Twilight's neck, breathing in her spicy musk. Sliding her hooves down from the mare's shoulders to her flank, she relished the feel of her silky coat, and wondered when a librarian found time to exercise in order to get this toned. The delicious feel of those powerful muscles as she rolled on top of her gave her goosebumps. Twilight's hooves returned the embrace, and the feathers of her wings... wait, _wings_?

Trixie opened her eyes, and found herself staring into Spitfire's opening eyes. A moment of silence passed. Then another. Finally, in a whisper Trixie said, “Get off.”

In an equally quiet whisper, Spitfire replied, “You think I want to be lying on top of you?”

Neither pony moved.

As if by silent mutual consensus, they parted after a moment and sat on their haunches, staring at each other. They looked away and Spitfire mumbled out, “This never happened.”

Looking at her hooves, Trixie asked in a tightly controlled voice, “What never happened? Nothing occurred here today.”

Each satisfied that word of this will never get out, walked downstairs to find Twilight in the kitchen standing over a bubbling pot, a tasting spoon in her mouth. “Mf.. Morning ladies,” she said after removing the spoon. With a cheerful grin, she asked, “Breakfast?”

Her two house guests sat down at the kitchen table at opposite ends and stared admiringly at Twilight who was serving up two portions of the oatmeal. She was humming a happy little song to herself, keeping time by swaying her rear back and forth. The metronome effect of her tail seemed to hypnotize  both ponies, who each had silly grins plastered to their faces.

The effect was ruined a bit when she turned around and floated their bowls over to them. After smelling the rich aroma, they dug in with gusto, while Twilight busied herself cleaning up the kitchen and still humming that song. Finally unable to contain herself anymore, she started [singing.](https://www.youtube.com/watch?v=vHEaRFNx7tw)

It only took one stanza for Trixie joined in too. The blue mare stood and started dancing next to Twilight. This didn't sit well with Spitfire of course, so she joined in as well, though she didn't know the song, so she couldn't sing along. By the second chorus, Spitfire knew enough to sing along with those as well.

The three mares finished in a huddle, singing into Twilight's wooden spoon. The lavender unicorn brushed away some moisture from her eyes with a hoof. “I'm sorry, girls. That song always reminds me of when I was a filly. Celest- I mean the Princess and I would sing that together as we made cookies. We would sneak into the royal kitchens late at night and...” She broke off as emotions overcame her and hid her face behind her hooves.

Trixie and Spitfire were about to move in to comfort her with a hug, when her head shot up suddenly. “Oh! I forgot to tell the Princess the good news about my teaching! Excuse me girls, I need to go write to her. Go ahead and finish breakfast, I already ate!” she said as she dashed off upstairs.

They both had noticed the tears in her eyes and on her cheeks as she made a mad dash to compose herself. Awkwardly, they sat down to their breakfast and resumed eating in silence.

 

* * *

 

“Twilight, you're giving us headaches with all that pacing. You've been at it for four hours now. Sit down and rest for a moment, will you?” Spitfire was practically pleading with her friend.

With a nod, Trixie said, “As much as Trixie dislikes agreeing with Spotfire, she must say that you are at the very least, making her dizzy.”

Spitfire glared at the blue unicorn. “You _must_ be dizzy if you can't remember my name by now, _Tricky_.”

Twilight sighed as she sat down on the ground next to the fountain in the town square, and rubbed her head with her hooves. “Ugh. I think you two are right. I'm giving myself a tension headache.”

In a flash, Spitfire was by her side. “Here, let me work some of that out of you.” Without waiting for a response, she began massaging the mare's withers and neck. She smiled at the groan of pleasure from her patient.

Not to be outdone or left behind, Trixie sat on her haunches in front of Twilight, and started rubbing her temples. “Obviously you know nothing of unicorn anatomy, or you'd know that our tension headaches are best released by massaging here, not way over there,” she said with clear disdain.

“Oh really? Is that why I can feel knots coming undone 'way over here'?” Spitfire really began to bear down, feeling the muscles relax under her ministrations.

For her part, Twilight just sat there, unable to form coherent words. Her eyes rolled up in her head, and her tongue lolled out of the side of her slackened jaw. The passing ponies stared at the spectacle, most of them grinning, some with envious looks. A few recognized Trixie and just glared at her.

The town clock striking two woke Twilight from her stupor, and she shot to her hooves. “Oh, no! I'm going to be late!” She dashed off, leaving both ponies spinning around in the dirt.

“Spike was right. You guys are a riot!” They turned towards the voice, seeing a cyan pegasus over them, laying on a small cloud, barely larger than herself. She was also making no attempt to hide her mirth, laughing at them and pointing. When she had finally gotten a hold of herself, she flew down and landed on the edge of the fountain. She paced along the edge saying, “You two got it _bad_. Not that I blame you. She _is_ quite the catch. If you can land her, that is. I'd offer to help, but I just want to see how long this can go on before Twilight finally catches on.”

“Trixie thinks-”

“Yeah, yeah, save it, Trixie,” Dash interrupted with a dismissive wave of a hoof. “Whatever happens, I still haven't forgiven you for what you did to me and my friends last time you were here. As far as I'm concerned, you're a burr in my mane that I can't reach, because Twilight seems to think you've changed.” She paused to take a drink from the fountain before resuming. “I for one, don't buy it. A piebald can't change its spots, and all that.”

She hopped down from the fountain and walked up to the unicorn until they were face to face. “But if you hurt my friend, if I find out you so much as stepped on her hoof, accidentally or not; I am going to make you _wish_ you were only facing down an Ursa Major. You don't even want to _know_ what I'll do to you if it comes back to my ears that you broke her heart. You jive?”

Unable to deny the promise in the pegasus' eyes, Trixie could only gulp and nod. This seemed to satisfy Dash, and she sauntered past the visibly shaken unicorn, over to a shocked and wide-eyed Spitfire. She hooked a foreleg over the mare's withers and said, “So how's it been Spitfire?”

“Not bad, Rainbow Dash, but as you guessed, I am pursuing a mare right now, so-” The Wonderbolt was interrupted by a noogie from her fan.

“Don't even worry about it, Spitfire. I've already landed myself the best mare in Equestria, and I don't wanna ruin what I have with her. Even if she is the kinkiest thing this side of a garden hose, and has been hinting pretty heavily at bringing in another mare.” The rainbow mare seemed especially proud of this last bit, and arched an eyebrow at her hero, as if to make an offer without actually uttering it. “Besides,” she continued, “I'm not sure I even _want_ to share her with anypony else. Haven't made up my mind on that yet.”

She let go of the yellow pegasus and put a hoof to her chin. “Of course, should the right mare come along...” Dash slammed her hoof down again and shook her head. “Enh, not yet. Well, I gotta go. Got some clouds over Sweet Apple Acres that need bucking. Later, 'taters!” With that, she flew off, leaving her signature rainbow contrail to slowly fade away.

Spitfire looked at the fading contrail then back at Trixie. “I... I'm not even sure which of us got the worse end of that conversation, you or me.”

“ _You_ weren't the one who was just threatened.”

“And _you_ weren't the one who was just propositioned... I think.”

They sat there for a moment, pondering what had just happened. Spitfire looked over at Trixie. “Twilight?”

“Twilight.”

They nodded and headed over towards the school just down the street.

 

* * *

 

For what felt like the hundredth time in the past hour, Cheerilee checked the clock on the far wall. Just a few minutes before Twilight starts her class. _I hope this goes well for her. She seemed so excited to be teaching instead of just being a student for once. Still, this is a pretty well-behaved bunch of unicorns, even with Snips and Snails. They just need a little... extra attention._

The bell rang, and she stood to her hooves. “Alright everyone, class is dismissed. I'll see you all tomorrow. Unicorns, remain seated please. Your instructor will be here in a moment.” She looked over at her two problem students and said, “ Snips, Snails, that includes you too.” with a groan, they retook their seats.

A few seemed to be lingering, so she shooed them out. “Go on, colts and fillies. You don't have to go home, but you can't stay here.” _Oh, dear. I think I've been picking up bad habits from Berry Punch._ She winced at the phrase she had uttered. It was definitely something her sister would have said.

Wanting to make sure they left, she walked them out of the classroom, and down the short hall, to the main entrance to the small schoolhouse. Just as the last student had left, she saw Twilight charging down the road, heading straight for her, a frantic look on her face. Cheerilee smiled and waved at her. Then she noticed that the unicorn wasn't slowing down. Her smile changed to a look of terror, as Twilight plowed right into her, seemingly not even noticing the teacher in her way. They slid into the wall of the short hallway that separated the office from the classroom, Twilight laying on top of a very shocked and surprised Cheerilee.

Twilight was in such a tizzy over being a few minutes late, she didn't even notice that her lips left a similar set of organs on the earth pony when she stood up and continued running to the classroom. For a full twenty seconds, Cheerilee could do nothing but lay there on the floor and touch her lips with a hoof. Her entire face and much of her neck had turned a bright cherry-red.

A noise further down the hall finally drew her attention, and she noticed Twilight standing by the door to the classroom. Well, standing being only a very loose interpretation of what she was doing. She was dancing in one spot in what Cheerilee liked to call “the Dance of the Call to Nature” She had seen so many foals use that move as they asked to be excused to the restroom, but she had never seen a grown mare use it before, much less in a situation where the restroom wasn't needed. “Cheerileeeeee, hurrrrryyyyy! You have to introduce me like you said you would, and I'm already three minutes, thirty-two seconds late!”

The earth pony moved like she was in a dream. She sashayed over to the door, putting a little extra wiggle in her hips, and never once took her half-lidded eyes from the unicorn who seemed to be intent on wearing a divot into the floor. Opening the door, she let the mare in before her, and couldn't help but let her eyes be drawn to her rump. The perfectly groomed, perfectly shaped flank walked past her in what she felt sure was a private parade meant for an audience of one. Even her tail, lifted in the correct posture of a lady gave her a glimpse of the heaven she had been dreaming about for more than a year now. It was only through an incredible display of willpower, that she didn't pounce the mare right then and there, though she did take an involuntary deeper breath than was strictly necessary.

Twilight took her place by Cheerilee's desk, waiting on her as she sauntered in. The teacher stood next to the unicorn (almost so close as to be considered an invasion of personal space), after locking the door, and in a voice that the foals recognized as meaning that she was thinking about her mysterious somepony special, introduced her. “Students, this will be your instructor in magic. Say hello to Miss Twilight Sparkle.”

As one, the eight unicorns chorused, “Hello, Miss Twilight Sparkle.” Cheerilee took a seat in the corner of the room and stared at Twilight in adoration.

With a cheery grin, Twilight answered, “Good afternoon, class. You may just call me Miss Twilight. No need to use my full name all the time.” She noticed a familiar filly with her hoof in the air, and nodded at her. “Yes? Do you have a question for me Sweetie Belle?”

“Miss Twilight,” she asked, “Do we have to let them watch?” She pointed at the windows to clear up  any confusion.

Twilight looked toward the window, and saw that the entire rest of the class had their collective noses plastered to the glass like they were at an aquarium. She knew from personal experience just how nerve wracking it could be to have an audience, especially when you're just starting out. With a lopsided smile, her horn began to glow, as did all the blinds in the room. As one, every blind snapped down, frustrating the audience outside. The dim room was then lit once again by her magic, as all the lamps flared to life.

The room was filled with an appreciative “Oooo...” from the assembled unicorns.

“Aw, that's nothing. I once saw her pick up an Ursa Minor and float it all the way back to the Everfree forest, eh,” said an orange colt.

Twilight smiled at him. “That's right, Snails. I did do that. But I think you'll find that levitating a creature or object is foal's play next to precision work like what I just did, no matter how large the creature or object. Can anypony here tell me why that is?” She looked around at the class as several hooves went up. “Dinky Doo?”

The gray filly stood up in her seat and answered, “Because you have to be careful not to break the blinds, so that takes more concentration, and magic takes even more concentration, and you only gots so much concentration to use.” She sat down again looking pleased with herself.

“Exactly! Well said, Dinky Doo. I would like to add that the more things you try to do at one time, the more you have to split your concentration even more.” She slipped into lecture mode like she was made for it. “So, I had to divide my concentration between eight blinds, metering out my strength so that I didn't damage them, as well as using my magic. That, fillies and colts, is a ten-way split of concentration, and it is something I expect you all to be able to do by the end of the school year.”

This statement was met with gasps from her audience and looks of incredulity. A high-pitched, raspy voice screeched, “But Miss Twilight, we can't do that! Some of us here can barely write with a quill!”

Twilight nodded gravely. “I know that Snips. But with the techniques I'm going to teach you, and what we will cover over the year, doing what I just did is well within everypony's grasp here.” Seeing that she was still getting skeptical looks, she changed tacks. “Why don't we start with a demonstration of what each of you _can_ already do,” she said as she pulled out a small, purple blanket, no more than a couple of hooves per side, and laid it on the floor.

“Now I want you all to line up here at Miss Cheerilee's desk, like you're turning in your homework.” She smiled at them as they followed her directions. “For this test, I want you to pick up the blanket with your magic. It doesn't matter how high you manage, or even if you cannot pick it up at all. This is simply to measure where you all are, and who needs to practice most.” A few looked especially nervous now.

One after another, the eight foals came forward to make their attempt. Most managed to at least make the blanket move, some managed to even make it do a sort of wobbly dance in the air. At last came Dinky Doo's turn. However, she couldn't so much as budge it. When some of the other foals began laughing at her, she crouched down low and tried to hide her face.

A thunderous **_BOOM_** rocked the classroom, and everypony's attention was drawn to Twilight, whose horn and right foreleg had a dissipating glow. The anger on her face cowed all into silence. “I will _not_ stand for anypony in _my_ class being mocked! We _all_ start out not knowing how to control our magic, and we _all_ go through the same learning process. In this, we are _all_ equal. Is that clear?”

Twilight was met with a weak chorus of “Yes, Miss Twilight”s, and she looked over at Cheerilee. The teacher was standing at attention with a dazed expression. Cheerilee, for her part was indeed stupefied and amazed at the display of power. She had been staring at the unicorn and was shocked out of her reverie by sound she more _felt_ than heard. _Dear, sweet Celestia, I think she just made me wet! I've never wanted a pony this badly before!_

The assessment done, the students resumed their seats, and Twilight began teaching them the proper meditative technique for tapping into one's magic. “Close your eyes and concentrate, my little ponies. Listen to the sound of my voice. Block out all other senses, and let my voice lead you to your center. Can you see it? It's a glow that is unique to you. Now touch it. It's warm, isn't it?” She was rewarded by seeing every horn in the room begin to softly glow as they each nodded and smiled.

“That's good. You're all doing so _very_ good. Now let the warmth flow through you. Feel it cover your whole body, from the tip of your horn, to the tip of your tails.” The glows grew stronger, and Twilight's own horn glowed and surrounded each unicorn as well as herself and Cheerilee. She enveloped them in a cushioning field of magic, just as small, loose objects began flying around the room, becoming stuck in her cushioning field. Eventually, the room ran out of objects small and light enough to be affected by the foals' magic. Cheerilee, who had been expecting this, was nonetheless unnerved by a letter opener hanging right before her left eye, just inches away.

“Now, my little ponies, I want you to gently, let go of the glow. Just let it slip out of your grasp in its own time. Remember, this glow is your friend. Treat it as you would want to be treated, and it will never hurt you.” The glows around each foal's horn dimmed to nothingness, and the slowly opened their eyes. They saw the objects caught in Twilight's field (some of them quite sharp), and gasped.

Twilight let the field fritter away, and the items it caught dropped to the floor. “Now, you all had seen the things that were floating around you when you opened your eyes, correct?” Eight little heads bobbed in ascent. “Can anypony tell me why they were there?” Silence met her question, so she answered for them. “They were there because you had let your magic take over. You had let it run free without any guidance from you.

“I let you all do this for two reasons. The first was to show you what happens when you let it run free. This is also what happens when you lose your respect for it. Magic is a part of who and what you are, but it also a tool. And like any tool, it is never more dangerous than when you lose your respect for it.” She began walking in front of the class as she talked, “Using your magic carelessly is the number one cause of accidental deaths, unicorn or otherwise, in Equestria. Every year, dozens upon dozens lose their lives when one of us overestimates our abilities, our training, or even just the circumstances. When I send you home with your homework tonight, I want you all to keep that in mind.”

She smiled at the class as she said, “And the second reason I let it happen is because I knew I could stop anything bad from happening. I want you all to know that as long as I'm teaching you, I will never let anything bad happen to you under my supervision.” She gave them a moment to let all that she had said sink in.

Giving a short sigh of an exhale, she wrapped up saying, “For your homework until our next class, I want each of you to work on that glow. Work on getting to it without my voice to help you. Find the glow; touch it, caress it, tell it jokes; whatever you want. Just remember, no matter how much you might want to, no matter how much it might seem like a good idea, no matter how much you _think_ you can handle it; do _not_ let the glow surround you, or what you saw will happen again. Class dismissed.”

As the students silently filed out, Twilight's attention was drawn down to a small filly at her hooves. “Yes, Dinky Doo? Did you have a question?” she asked sweetly.

“No Miss Twilight. I just... I-um... thank you for... you know, making them stop laughing at me.” The tiny foal looked down at the floor as she scuffed a hoof back and forth.

The mare gently placed a hoof and the filly's head. “You're quite welcome, Dinky Doo.” She leaned down and looked her in the eye. “You wanna know a secret?” Dinky nodded, all wide-eyed, and Twilight looked left and right as if to spot any ponies trying to listen in. “I used to get laughed at, too,” she whispered. The filly looked at her in disbelief. “It's true!”

“You Miss Twilight? But you're like, the most magical unicorn, _ever_!”

“But I wasn't always, Dinky. When I was your age, even after I was taken under Princess Celestia's wing, I used to get teased all the time, and the only two who ever stuck up for me when my parents or the Princess wasn't around, were my brother and my foalsitter. And since they weren't always around either...” She let the sentence linger in the air.

Dinky leaped up and hung off of Twilight's neck in a hug, before running off. “Thanks, Miss Twilight!” she shouted back.

Cheerilee walked up next to her. “Kinda makes it all worth it, doesn't it?”

Twilight smiled at the retreating form. “She really _does_ remind me of myself at her age. So full of wonder and promise... and self doubt.”

The earth pony rested a hoof on her friend's shoulder. “For what it's worth, I think you made a real difference today in at least one filly's life.”

The unicorn turned her smile to her. “I think it's worth a lot, Cheerilee. It may be the most worthwhile thing I've ever done.”

  
**Author's Note:**

Finally done with chapter 3! For a while there, I was worried I'd have to break this up into two separate chapters, but it worked out okay. Don't expect anything this large in future, but don't be surprised if it does show up again. Thank you all for your continued support. Who knows, if this keeps up, I might even get featured (yeah, right). ^_^


	4. Gift of the Magus

Chapter 4: Gift of the Magus

 

* * *

 

Spitfire and Trixie had been pacing in front of the schoolhouse for a while now. They watched the foals turn away in disappointment when the blinds were pulled down, and so they went to try the classroom door. Unfortunately for them, Cheerilee had locked it against just this sort of thing. Spitfire tried looking through the keyhole, but found that particular trick to be something of a myth; at least in this instance. “Can't you unlock this with your magic or something?”

“The great and powerful Trixie does not stoop to the acts of a common thief!” she hissed.

“Meaning you don't know how,” came Spitfire's whispered retort.

The unicorn sputtered for a moment before she could regain her voice to say anything intelligible. “Trixie does not have to sit here and take this from the likes of _you_!” she seethed.

Spitfire turned to face her again. “Then maybe _Trixie_ should leave.”

“And abandon poor Twilight Sparkle to the not-so-tender mercies of deviant minds such as yours and that earth pony? Trixie thinks not!”

“Yeah, you didn't seem to be much of a thinker to me,” the pegasus said in a stage whisper. The azure mare growled as her horn began to glow, and Spitfire lowered her head and began pawing at the ground. “Yeah, you just try it.”

Both mares were taken by surprise by a thunderous **_BOOM_** from the classroom, sending them both scampering out the building. They only came to a stop when they dived for cover behind the bushes of a nearby house. They sat there for a moment, just catching their breaths, then peeked through the bushes at the school. Seeing that there was no angry lavender unicorns after them, they breathed a sigh of relief.

“That was your fault, you realize. If you hadn't used your magic, she would have never known we were there,” the yellow mare accused.

Aghast, the unicorn responded, “How in Equestria was that Trixie's fault? It was your coarse voice that alerted her to our presence!”

“Coarse? My voice is not coarse!”

“It sounds to Trixie as if Berry White gargled every morning with gravel,” the showmare replied smoothly. It appeared as if she had finally found a chink in her enemy's armor. She was surprised when instead of another comeback, her foe simply looked away. To her greater shock, she saw her blink back tears.

In a quiet voice, she said, “I can't help it if my job requires me to shout so much my voice ends up like this.”

The unicorn felt a stab of guilt, momentarily at a loss of words. “Tr- I'm sorry,” She said in an equally small voice. “I know what it's like to be teased for something you have no control over.”

“You do?” Spitfire looked at her with genuine hurt in her eyes.

Trixie looked away with a sigh, unable to face those sad, golden eyes. “Born with a silver mane and tail? May as well have had a sign permanently stuck to my withers.” Her voice took on a high-pitched, mocking tone, “ 'Hey grandma!' 'Hey old foal, I heard that there's no foal like you!' I- Trixie has heard them all.” With a sniff, she held her head up high. “But that does not bother Trixie anymore. She is far too great and powerful to be bothered by that.”

The Wonderbolt faced the showmare and held up her hoof. “Well, if you don't mention my voice, I won't mention your mane or tail, deal?”

Trixie looked at the offered hoof for a moment, and then took it. “Deal.” They looked at each other a moment longer before turning back to the schoolhouse.

They sat there in silence watching the building until a voice behind them, “Anything good happen there yet?”

Without turning, Trixie responded, “Nothing since that mysterious boom earlier-” Sudden realization dawned on her, and she slowly turned her head. Standing behind them both was a sea-foam green unicorn. She didn't look especially upset. In fact, she looked downright amused. Keeping her eyes on the newcomer, Trixie tapped Spitfire on the shoulder.

“What, Trixie? I don't want to miss Twilight coming out-” She turned to look at the blue mare beside her, and noticed where she was looking. Following her gaze brought her attention to the new mare.

The interloper's smile became a grin. “Oh, Twilight's _finally_ coming out? Looks like Bon Bon owes me twenty bits. I _knew_ she played for our team.”

The two not-so-hidden mares stared up at her in shock and confusion. “Hi Missus Lyra!” came a filly's voice as she stepped around the bush to see her.

“Hey there, Tootsie Flute. How was your first day of magic class?” Lyra said to the small aqua-colored foal.

The excitement in her lilac eyes was plain to see for all. “It was amazing! Miss Twilight must be the strongest unicorn ever! First she pulled down all the blinds at once, and lit up all the lamps at the same time; and then she stomped her hoof when some of the others were laughing at Dinky, and it shook the _whole_ classroom; and then the most _amazing_ thing! She helped us find our magical centers, and protected us from all the dangerous things we made fly around! You should have seen it! Everything was all _ZOOM_ , and _WHOOSH_ , and we were all whoa!” She made motions with her hooves like something flying around wildly, and then moved as if ducking that flying something.. “I wanna be just like her when I grow up!”

Lyra laughed at the filly's enthusiasm. “Well, she's not exactly making it easy on all the rest of us unicorn role models, is she?”

“But you're still cool too, Missus Lyra! The way you play such pretty music, and it makes us sad, but in a happy way really makes me wish I could play like you!” Tootsie Flute tried to reassure the older mare, even going so far as to nuzzle up to her.

The mare happily returned the affection, rubbing their cheeks together. “Well, thank you Tootsie. That's very comforting. You better run home now. Your mother may not remember you had an extra class today and might be worried about you.”

Tootsie Flute laughed and she gamboled away. “Okay, see you later, Missus Lyra!”

Lyra turned back to the two mares. “Now then, I don't mind you using my bushes to hide, but if you don't pay attention, Cheerilee is going to pull ahead in your little competition.” She nodded to beyond them, and they turned to see Twilight walking beside their earth pony rival, happily talking away. They were walking closer than Trixie or Spitfire liked, and once, when Twilight's head was turned to wave back at another pony, Cheerilee took a quick, surreptitious sniff of the other's mane. “Oh wow, she _is_ getting bold, isn't she?” Lyra commented to nopony in particular however, because her audience was gone, racing to get back to the object of their affections before anything worse happened. “Was it something I said?” she asked with a grin.

 

* * *

 

Trixie and Spitfire raced down the road, trying their best to catch up to the pony of their dreams. They had gotten within a few pony lengths, when a wooden wall suddenly sprang up in front of them. Not even thinking, they tried to stop before hitting the obstruction, ending up in a tangled pile just inches away from it.

An orange earth pony wearing a stetson peeked around the corner. “What in tarnation? Trixie?”

Two pairs of eyes unsteadily examined the wall, only to discover that it was in fact, an apple vending cart. Trixie rolled her eyes and tried to disentangle herself from her rival. “Oh, that's just _grand_. Trixie hadn't quite filled her quota of humiliation today. She is so glad that another of Twilight Sparkle's friends is here to dump more upon her.”

Spitfire managed to finally stand and started brushing off the dust as best as she could. “You know this pony, Trixie?”

“Applejack! I thought I heard your voice,” Twilight said as she sauntered over. Cheerilee close on her heels, smiling at the disarray apparent in the others' manes.

Applejack turned to see her friend, and smiled. “Twilight! Glad I ran into ya. Here.” The farmer dug around in her cart for a moment before pulling out a pink envelope. “Pinkie asked me to get this to ya.”

Twilight floated the letter over to her. “Another Pinkie party? What's the occasion this time?”

“I dunno. She said something about a super-duper-ultra-mega-combo-secret-with-a-side-of-cheese-fries, or some such,” she replied with a smile. “Knowin' her, it's probably something like the birthday of the inventor of the party balloon or somethin'.”

As Twilight read the letter, Applejack gave a wink to Cheerilee. “The party's tonight? Is she crazy?” Twilight asked in a panicked voice.

“Sugar, this is Pinkie-Pie we're talking about. That's like asking if Rainbow Dash is a little full of herself,” Applejack replied. “Well, if'n y'all excuse me, I need to get this cart back home, so I can make it back in time for the party.” She started backing the cart up again and turned towards the farm. As she passed Trixie and Spitfire, she grinned and nodded with a small tip of her hat. “Ladies.”

Twilight looked again to the letter, stupefied. That's when she noticed the location of the party. “It's at _my_ place?” In a flash of light, she teleported away, leaving her three suitors. They looked at one another for a moment before all dashing off to the town library.

 

* * *

 

The library door banged open as three fully-grown mares tried to fit through the entrance at once.

“Ow! Get your hoof out of my face!”

“If you do not move your mane, Trixie will remove it with her teeth!”

“Augh! Quit crushing my wing!”

They popped free with a suddenness that took them all by surprise, and rolled to a heap in the middle of the library's main floor. A buzzing sound drew their attention to Twilight who was dusting and straightening up like mad. She came across the pile of ponies and picked up all three, set them on their hooves, and dusted them off, all with her magic.

She came to one more shelf and said, “There. That's all the dusting, now to protect the books.” Her horn was surrounded by the familiar purple glow, and the entire bookshelf in front of her followed suit. Spitfire walked up to the busy unicorn asking, “Um, what are you doing, hon?”

Twilight popped out of existence only to pop up again at the next shelf. “Gotta protect the books! Last time Pinky held a party here it took me weeks to get everything back in order. There!” Another shelf protected, she moved on to the next.

In a hesitant voice, Trixie asked, “I- is there anything that Trixie can do to help you Twilight Sparkle?”

With a grateful smile, the lavender mare said, “Yes, thank you! Could I trouble you to cast a Sentinel's _Impervious Wall_ spell? Anything less just can't withstand Pinky's party cannon.”

“Well, of course Trixie can do thi- wait, did you say 'party _cannon_ '?” the azure unicorn asked incredulously.

“Thanks Trixie. You take the lower shelves, and I'll get the uppers,” Twilight hastened to say.

With a worried glance at her, Trixie got to work. It wasn't long before all the shelves were protected behind an invisible barrier. While they worked, Cheerilee and Spitfire did their best to straighten up the clutter. As the last spell went up, there was a knock at the door and it was flung open before anypony could react. With a mighty **_BOOM_** and a cloud of smoke, the room was instantly festooned with party favors. Streamers hung from the ceiling, balloons were tied to every available surface, the central table was turned into a buffet of party snacks and a huge bowl of punch, and a banner proclaiming “Welcome Trixie, Spitfire, and Congratulations Twilight” was on prominent display. A cotton candy-colored earth pony stuck her head in over the party cannon and inspected the room. She came to a blank spot on a wall and said, “Darn it! That Pin the Tail on the Pony poster always gets stuck in the barrel.”

She banged on the cannon a few times and with a weak cough, the offending poster wafted out and fell to the ground like a leaf just a few inches out of the barrel. The librarian walked over to her friend. “Pinkie, I'd appreciate if next time, you gave me a little more warning,” she groused.

“You silly filly,” Pinkie replied. “If I did that, then it wouldn't be a surprise!”

Twilight just rolled her eyes and let her in. The party pony cartwheeled into the room, followed by the rest of Twilight's friends. Pinkie set down a boombox, and one of her favorite songs, [Conga by Mare-ami Sound Machine](http://www.youtube.com/watch?v=aMAgkKXP_Zo) began playing. The effect was instantaneous, if not insidiously slow. Twilight's rump began making small twitches. Twitches became swaying, swaying became full out dancing, and it wasn't long before she found herself standing on her rear legs and bumping flanks with Trixie.

The azure mare was startled at first, but quickly got into the moment, and was returning the bumps with equal fervor. Spitfire was quick to take up station on Twilight's other flank, before Cheerilee could do so. That did not sit well with the earth pony, who moseyed up to Twilight on her hind legs and began showing off dance moves she hadn't needed to use for years, face to face. The four ponies made a real spectacle of themselves, moving in suggestive ways (though subconsciously on Twilight's part) at times, practically grinding on one another.

They continued dancing as the song changed to another Pinkie favorite [Turn the Beat Around,](https://www.youtube.com/watch?v=inHwBUo9Pzk) though a remixed version made for her by Vinyl Scratch. The other five mares and one dragon slowed their own moves just so they could watch the free show (though in Spike's case, he just blushed hard and quickly left the room). Seeing that nopony was watching them, Rainbow Dash stole a sloppy kiss from her dancing partner, Pinkie-Pie. Confetti seemed to explode from the earth pony's mane as her eyes widened, then melted into the kiss.

When the song ended and some slower party music took its place, the two unicorns sat down heavily, though all four were sweating. Twilight wiped her forehead clear with a sigh of satisfaction. “Whew! Sorry girls, but I just can't stand around when I hear those two songs. They're just so... _primal_!”

Cheerilee sat down in front of her and rested a hoof on her shoulder. “Don't worry about it Twilight. It's been so long since I cut loose to those songs. It felt good to do that again. Reminded me of the nights I used to sneak out of the house and go clubbing.”

Twilight beamed at all her friends. “Thanks for joining me so I didn't feel like a total foal out there.” She looked over to her other friends, saying, “Thanks Pinkie. I really needed- Hey, where'd she go?” She looked around for the missing pony.

“Here I am!” she shouted when she popped up from the other side of the buffet table, her mane is even more disarray than usual.

Twilight looked confused. “What were you doing down there?” When Rainbow Dash popped her head up with an equally disheveled appearance, she blushed. “Never mind. I'm sure I don't want to know.” The two just grinned as they stood up fully and started munching on a hoofful of mini-quiches. Twilight walked up to the table with a curious expression. “Thanks for getting those songs out of the way early, Pinkie. The urge to do a happy little dance was overwhelming.”

“You're welcome, Twilight. I thought you might need to let off a little steam before you boil over. Especially with those three-”

The pink mare was cut off by  Rainbow Dash's hoof in her mouth. “Sorry about that, Twi. You know how random Pinkie gets sometimes. Remember that one time she was talking to a wall like there was an audience? Eheh.” The pegasus' nervous laughter seemed to go by unnoticed, and Twilight moved on to talk to Fluttershy, who was doing her best to turn into a wallflower in order to avoid talking to Spitfire, who was trying _her_ best to talk to the shy pegasus.

Rarity and Applejack came up to them. “Why did you stop Pinkie-Pie, Dash?” the unicorn inquired.

Rainbow Dash removed her hoof from Pinkie's face and grinned hugely. “Oh, come on! Twilight is as clueless as it gets when it comes to ponies lusting after her. Remember how Braeburn was mooning over her when he was here last applebucking season?” Her predatory grin deepened as she remembered. “She didn't have a clue! Still doesn't! And now we get to watch three mares, _three_ duke it out over her? I dunno about you, but I want this show to go on for as long as it can!”

“An' if a certain blue unicorn isn't chosen, all the better, right?” Applejack asked with an edge to her voice.

The pegasus actually managed to look offended. “AJ, please. I may be a bit insensitive at times,” This earned a few snorts of laughter. “but even _I_ wouldn't ruin a pony's chance at happiness. Not even little miss great and powerful over there. Let her do her own ruining. It's bound to happen anyway.” She looked with undisguised contempt at the mare in question, who was arguing with Cheerilee about something. “I mean, yeah, the less I see of her, the happier _I_ am, but I'd never stand in the way of true love. Right, Pinkie?”

The pink mare was pulled into another deep kiss that left them both breathless. “Woo! That's right! My little Dashie would never be such a meanypants!” she exclaimed as she nuzzled under her marefriend's chin.

Applejack rolled her eyes and looked at Rarity. “You know, Rare and I think it's great that you two finally got together an' all, but could you take it down a notch with the PDA? You're giving my filly here ideas an' such.”

“Oh, Applejack. You're _such_ a prude. Remember when we finally got together? We didn't leave my Boutique for a week and a half! And it was longer still until either of us could walk straight again.” Rarity's comment caused her farmer to blush a deep crimson all the way down to her withers, which in turn, elicited laughs from the other three.

 

* * *

 

“So, how have you been since we last met, Fluttershy?” Spitfire asked the mare.

Fluttershy for her part, hid behind her curtain of a mane and mumbled something unintelligible.

“You know, I was really impressed with your performance with the tornado. If you hadn't joined in and stabilized it, I would have jumped in myself, but I didn't want to steal the spotlight from Dash. It was _her_ show after all.”

“And Fluttershy's of course.” The voice surprised them both, and they turned to see Twilight.

“Twilight!”

The joy on Spitfire's face was carefully noted by Fluttershy. She looked between the two of them, seeing that the librarian seemed to be unaware that she was the focus of yet another pony's desire. It took considerable effort for her to keep from grinning like a foal at this development. _So Dash was right. Oh, they'd make such a cute couple! I wonder if there's anything I could do to help bring them together._ An idea suddenly occurred to her, and she had to step on her own hoof to keep from giggling.

After a few moments of idle chit chat between them, mostly Twilight talking up Fluttershy who just stood there going over her idea, the unicorn excused herself to get some punch. Fluttershy couldn't help but silently laugh to herself as Spitfire followed her like a lost puppy.

 

* * *

 

“Well Trixie thinks the way you were practically dry humping on poor Twilight Sparkle was positively indecent!”

The violent whisper was clearly heard, but didn't carry very far. _A true testament to her stagecraft, I guess._ Cheerilee normally would be upset at being spoken to in such a manner, but she was keeping her temper in check for Twilight's sake. “Well since Twilight didn't seem to have a problem with it, I don't see how it's any of your concern. Now if you'll excuse me, I have to go rescue her from that predator by the punch bowl.”

The earth pony trotted off, leaving the unicorn seething until she could regain control of herself.

“I usually find that counting to ten helps when I'm really mad. Though, I may have to do it several times.”

Startled, Trixie turned to find Rarity standing beside her alone. “Oh! You surprised Trixie. Um, Trixie is sorry, but she cannot remember your name miss...”

“Rarity,” she stuck out her hoof, and it was gingerly taken before given back. “I cannot blame you for pursuing Twilight. She is _quite_ exceptional.”

Trixie looked at the dressmaker warily. “Are you here to warn me as your pegasus friend did?”

Rarity looked at her in dismay. “Did Dash already threaten you? That pony is _so_ uncouth. Please, accept my apologies. Ever since your last visit, she has been holding a grudge. She's quite good at that, you see.”

The blue unicorn was taken aback by this new tack. “You are much better mannered than your friend. Please accept _Trixie's_ apologies for her actions that day. She... she has no excuse for her behavior, and hopes that we can start anew.”

The white pony smiled back. “That's quite alright, Trixie. We've all done things in our past of which we are ashamed.” She looked around, making sure that nopony was within hearing range or watching them. “As a gesture of goodwill, I will tell you something you will find very useful,” she whispered. “Twilight's favorite flowers are white roses. They remind her of her mentor, Princess Celestia.”

Trixie grinned at her fellow conspirator. “Trixie thanks you for this information, and will put it to good use.”

Rarity smiled gently at her as the showmare wandered over to the buffet in an effort to gain Twilight's attention away from her two rivals. “Just what the hay are you up to now?”

Startled out of her thoughts, Rarity saw Applejack mosey over. “Why nothing, darling. Just getting to know the new face in town.” Her smile almost had her marefriend fooled. Almost.

“Now I _know_ ya ain't tryin' ta get Twilight hooked up with that no account braggart, are ya? 'Cause we all know that Cheerilee is not only a better match, but also kinder, gentler, and far less likely to hurt 'er in the end.”

The farmer's words seemed to just wash over the unicorn's ears. “Hm? Oh yes, of course. Whatever you say, darling.” She spotted Fluttershy all by herself in a corner. “Oh, Fluttershy,” she sang out, “I had a few questions for you about those new saddlebags you asked me to make you.” She wandered over to the pegasus, a grumbling Applejack in tow.

 

* * *

 

Applejack ruffled Twilight's mane as she passed. “Thanks for the party n'all, but it's been a full day for everypony-” she looked at Rainbow Dash and Pinkie-Pie who were walking close together and giggling like schoolfillies, “some of us more'n others.”

“Alright, then. See you all tomorrow,” she said with slight disappointment in her voice. She turned back to her guests. “Well, I suppose we should turn in too. It _has_ been a pretty exciting day, as Applejack said. She looked over to see a forlorn-looking earth pony. “Cheerilee, what's wrong?”

“Twilight, wo- would it be alright if I... if I perhaps stayed again tonight?” she asked her hooves.

“Well, of course you can, Cheerilee! To be honest, having you three around makes this place a lot less lonely. With just Spike and I, it seems so big. You're always welcome here,” the unicorn replied.

This seemed to lift her out of her funk. “Great! I need to go to my house for a bit. I'll be back in ten minutes. Save me a spot next to you, okay?”

Twilight laughed at her request. “Sure. It's only fair, after all. Just lock the door when you get back.” She looked to her other two guests as the earth pony left, a spring in her step. “Well, let's get ready for bed, I guess. Spike?” She turned to her assistant. “Remember that thing we talked about last week?” she asked with a knowing look at him.

Confused, he asked, “What thin-” he suddenly caught her meaning and looked excited. “You mean it's tonight?” he nearly shrieked.

“No, but tomorrow, it will happen. So do you think for tonight you could...” she trailed off and kept glancing from him to the reading couch in the main lobby.

He looked to where she kept glancing. “Oh! Oh sure, Twilight. I suppose one night on the couch will be alright. Especially considering what I'm getting tomorrow!” he beamed.

“Trixie is wondering what you two are talking about.”

Turning to her, Twilight said, “I was going to do this today after class, but after that party, I'm bushed. Besides, it's far too late. It'll just have to wait until tomorrow. I promise, you're going to love it, Trixie!”

Trixie was taken aback. “A surprise for Trixie? Oh, you didn't have to get Trixie anything, Twilight Sparkle. Your kindness is more than enough.”

“That's sweet of you to say, Trixie,” the unicorn responded, “but this is something that needs to be done.” A huge yawn nearly split her head in half. “Just not right now. Excuse me. Let's turn in before we fall asleep where we stand.”

When Cheerilee came back, she found Twilight laying on her side, Trixie spooned up behind her, and Spitfire resting her head on the librarian's hindquarters, practically drooling in her sleep on the cutie mark. With a smile, she spooned up to Twilight's front, pulling the mare's foreleg over to rest on her shoulder. All four drifted off to pleasant dreams.

 

* * *

 

The morning sun found the ponies, three of them at least, still sleeping. A stray sunbeam, filtered through the window, made it's progress across the floor, finally coming to Twilight's upturned face. She had tossed in her sleep, so that now she was resting on her back, forelegs held before her like she was begging for a treat. Trixie was hugging her head like a stuffed animal, her lips just inches from the lavender mare's horn.

Twilight opened her eyes and blearily looked around. That at least, was the plan. Trixie's position didn't allow for much movement, but she tried to look down at her stomach to see what was weighing her down. Apparently when she had rolled, Spitfire had readjusted to regain her pillow, so that she now was laying in between Twilight's legs with her head resting on the unicorn's stomach.

Blushing from the sight, but wanting to spare everypony from an embarrassing predicament, she once again used her magic. Twilight extricated herself from the precarious position, but woke the other two. “Mornin',” she groggily greeted.

The others may or may not have greeted her similarly, their responses were too unintelligible to tell. Breakfast was a much calmer affair than yesterday. There was no singing or dancing, and certainly no tears this time around. Just a nice calm bowl of cold cereal and glass of juice.

As they were cleaning up, Spitfire seemed to especially have something weighing on her mind. Not liking to see anything bothering her friends, Twilight braved a question to her. “What's wrong, Spitfire? You seem really preoccupied.”

Spitfire sighed. “I wish I didn't have to, but I have to go back to Cloudsdale for a little bit. I was so eager to go on my vacation, I kinda left some paperwork undone. I know that if I don't get to it, I'll be paying for it later.”

“You'll be back later today though, right?” Twilight wore an adorable pleading expression.

Spitfire's mood lightened, knowing that this beautiful mare wanted her to return. She embraced Twilight, just breathing in the experience. “Thank you Twilight,” she said, her gravelly voice sounding a little more gruff than normal. “I promise, I'll be back for dinner, if I have to drag Cloudsdale back here with one broken wing.”

Twilight chuckled at her response. “Let's hope it doesn't come to that, then,” she grinned.

Heaving a put-upon sigh, she walked to the door. “Well, I better get going if I'm going to make it back in time. See you at dinner, hon!”

“Stay safe, Spitfire!” she waved to her. Heaving a sigh of her own, Twilight looked around the mostly empty lobby, and saw an eager-looking Spike, which reminded her of her plans for the day. “Trixie, could you come here for a moment?”

The azure unicorn trotted in wearing a mostly sleepy, but also curious expression. “What is it, Twilight Sparkle?”

“Remember how I said last night that I have a surprise for you?” She received a nod in response. “Well, follow me.” She led the curious mare up to the landing midway up the stairs to her room, where a large storage room was located. She opened the door with her magic saying, “First of all, I have this for you,” she said as she levitated a round gift box out of the room, presenting it to her friend.

Trixie's own levitation field melded with Twilight's for a brief moment, sending a shiver down both their spines; taking the box from her. “Oh Twilight Sparkle, you really didn't have to-”

“Ub bup bup! I told you, this was something that _needed_ to be done. Now just enjoy your gift, okay?”

A blush bloomed on Trixie's face as she demurely began to untie the ribbon on the box. She lifted the lid and gasped at what she saw inside. “Oh, Twilight! My hat and cloak!” She couldn't speak anymore, and rushed forward, giving the mare a chaste kiss on the lips and then tightly embracing her. “Thank you so much. You don't know how much this means to me.”

Twilight was stunned by the kiss. With a blush, she nervously put the thought aside to re-examine later. For the present, she returned the hug, soothing the quietly weeping mare in her hooves. Spike was put off by all the open displays of emotion, quietly sneaked away to find something to busy himself until the second part of the surprise.

Finally with a sniff, the showmare released Twilight. “Wherever did you find these? I thought them destroyed when the Ursa attacked.” So greatly unsettled, she didn't even notice the change in her speech patterns.

“Actually, I found them amongst these,” she replied, and opened the door fully, revealing its contents.

  
**Author's Note:**

Chapter four at last! I almost didn't get this one out tonight. There was a part about two-thirds of the way in that I was _really_ unhappy with, and ended up scrapping it for a latter chapter, and replacing the scene almost entirely. All in all, I think it came out a lot stronger for it. Anywho, on with the show! The usual disclaimers here. I don't own any of the characters, places, or things in this story, only the arrangement of the words. All the rest belongs to Hasbro and Lauren Faust.


	5. Hats, and Cloaks, and Dolls, oh my!

 

Chapter 5: Hats, and Cloaks, and Dolls, Oh My!

 

* * *

 

Trixie stood in the yard behind Twilight's home; staring at the pile of wooden beams, planks, and neatly folded stacks of cloth with curiosity. “Trixie does not understand, Twilight Spar-”

She was stopped by Twilight's hoof on her shoulder. “Trixie, please. Just Twilight is fine. We're friends, and friends aren't so formal with each other, especially in a casual setting like this.”

When she saw the dismayed look on Twilight's face at the propriety. She tried again, “Trixie doesn't understand, Twilight. What is all this that we dragged from your storage room?”

Twilight smiled at her friend. “I suppose it shouldn't be a surprise that you don't recognize it right now. After all, it looked very different the last time you saw it. Let's try assembling it, then.” Trixie was about to walk towards the pile to begin sorting through it all, when it all began to glow in a purple aura.

_She doesn't mean to put it all together with her magic alone, does she? Can she do that with something this large and complex?_ Trixie observed in awe as Twilight did precisely that. She watched as the unicorn fit pieces together like a giant jigsaw puzzle. Tenons slipped into mortises, dovetails slid into slots, dowels went into holes to bridge the gap between pieces, and not a single nail, screw, or drop of glue was used. So carefully crafted was each piece, that fasteners and adhesives of that sort were superfluous. Trixie was so entranced by the librarian's adroitness, that she could only stand, jaw agape at the sheer _mastery_ of her magic. Well, stand there and be more than a little turned on at the display.

When the work was done, Twilight wiped the sheen of perspiration from her brow and looked to her house guest. She was a tiny bit disappointed to see her staring at her, rather than her present, apparent demeanor notwithstanding. Suddenly worried she may have overstepped her bounds, she pointed over to the gift and asked, “Do you like it, Trixie?”

The showmare shook her head as if waking from a daydream and looked to where the mare was pointing. If she was surprised at the return of her hat and cloak, this literally floored her. Standing before her was her old showcart. It appeared as it did just before the Ursa stepped on it, nay, in even _better_ condition! All the worn and faded paint was replaced with a fresh coat, the curtains and fabrics were either expertly repaired or replaced, and the wood looked well worn, but in excellent repair.

Trixie dropped to her belly, her knees no longer stable enough to support her. Tears streamed down her cheeks, and her mouth could only utter confused, yet joyful mumblings. Twilight rushed to her side and kneeled down beside her. “Trixie, are you okay? What's wrong?”

The blue unicorn faced her, trying to say anything, but had to settle for burying her head in the lavender mare's mane while she tried to regain her composure. It was several long moments before she could find her voice again. “Tr- I suppose I should begin at the beginning. It truly started for me when I was just a foal of six years...”

 

* * *

 

The filly was blue in more than just her coat color. She should have been happy to have even been invited to her classmate's cute-ceañera, but considering the fact that she lacked her own cutie mark, this was going to prove to be a very awkward day. Compounding that, was the fact that her family was so poor, they couldn't afford to buy a proper present like all the other foals would be bringing. Instead, she had in her teeth, a plain, pink-wrapped, beribboned box containing a doll her mother made by hoof. She was sure that the present would be ridiculed, and promptly forgotten or thrown away. That was fine by her. She had plans to retrieve it later and keep it herself. She adored everything her mother made, and would treasure it as it deserves.

She arrived at the mansion at last and knocked on the door with a hoof. It could be said that she didn't put much energy into the action, as it seemed to be more of a token effort made before giving up and going home. Alas, the knock was heard, and the door opened, revealing a mare in a maid's uniform. The filly put the present down to free up her mouth. “I'm here for Toot-a-loo's cute-ceañera,” she politely announced.

The maid nodded silently and stood aside to allow her in. Assuming that the noisiest place would be where the festivities were being held, she followed the din to the parlor, where the unicorn filly of the hour was opening presents. The room was filled to capacity with her classmates as well as few fillies she didn't recognize. Most ignored her, but a few curled their lips at her. She put her present on the table near a mountain of others, trying to be unobtrusive, but was noticed right away. “Well, if it isn't Trixie. So glad you could tear yourself away from your parent's business to come,” she sneered.

Trixie cowered down just a bit under her scrutiny and replied, “Hello, Toot-a-loo. Congratulations on getting your cutie mark.”

The dark gray filly proudly displayed her flank, showing off her cutie mark, a flute with several musical motes floating out of it. “Yes, it _is_ rather spectacular, isn't it? Isn't it great that we can all celebrate our cutie marks? Oh, wait. Not all of us _have_ our cutie marks, do we?” The jeer got a few snickers from Toot-a-loo's friends, but most looked vaguely uncomfortable with the situation.

Trixie gave a nervous laugh. “Yeah, someday though,” she mumbled.

Toot-a-loo brought her face close, whispering, “Maybe if your father wasn't so bad at his job, he could afford to send you to a cutie counselor. I hear it's all the rage for BFs right now.” Her use of the abbreviation for blank flank, brought a flush of embarrassment to Trixie's face, but she was too stunned to respond verbally. Seeing her prey on the ropes, Toot-a-loo stepped up her game to the next level. “Let's see what you brought for me.”

One of her friends, a filly with more muscle than brains, and a broken bone for a cutie mark brought the box over, placing it in Toot-a-loo's hooves. She wasted no time in viciously tearing into the paper with her magic. The box was carelessly tossed to the ground, and the lovingly crafted rag doll came out. It was a unicorn filly with a purple velvet coat, a navy blue mane and tail, and a wooden wand with a six-pointed star on the end was stitched to the left hoof. “Ugh. What is this hideous thing? Well, I suppose it'll do for a present.”

Toot-a-loo's musclebound friend looked at it, and thinking her leader liked it it, said, “I really like her... mane?”

Annoyed by her follower's obtuseness, Toot-a-loo replied, “Crushah, nopony asked you.” She ignored Crushah's disappointed look, and set the doll on a shelf next to Trixie, making sure that she was watching her. Toot-a-loo nodded over to the doll, and Trixie turned to see it still in the grayish grip of the unicorn's telekinesis as it was quite deliberately knocked into the wastebasket below it.

The cruel filly laughed as she walked away to open more presents. Having expected this, Trixie shuffled herself so that her rear was facing the wastepaper basket, and carefully lifted the doll with her own magic out of the can and hid it her tail. She tied the doll to her with a few strands of hair, making sure it wouldn't go anywhere for the hour or two she was expected to stay here.

What followed was as soul-crushingly bad as Trixie had expected. When she wasn't being ignored, she was being teased by her “friends”. She was given the smallest piece of cake, a center piece no less; and  she was skipped over several times during a rousing game of “Red Rover”.

Things turned around for her when the magician arrived. She was entranced by the illusions he performed, and amazed by the mundane parlor tricks. He did all the standards: pulled a rabbit out of his purple, star-spangled hat, and even the “is this your card” trick, and they all captivated the audience. But the highlight was when he asked for volunteers from the audience and chose Trixie after Toot-a-loo refused to come up onstage.

He whispered in her ear, “Just stand still the first time I open the cabinet door. I'm going to make you invisible, okay?” Trixie nodded as she stepped into the “Cabinet of Mysteries” and stood as still as possible. As he closed the door, Trixie felt a wash of magic cover her completely, and he said a few nonsense words then opened the door with a puff of smoke. She watched as her classmates _oohed_ and _aahed_ , and smiled at their adoring faces. “And now, I shall bring her back from the great beyond!” he said with a spooky flourish.

Toot-a-loo shouted out, “Do you have to?” which got a big laugh from everypony else.

“Of course I do!” said the magician. “If I don't the spirits will be very angry. They don't like the living on their side of the veil very much.” He closed the door and again, she felt a wash of magic as he said those nonsense words again before opening the door again to reveal a completely unharmed Trixie. The foals' applause was thunderous in the tiny room. The magician waved her forward, and they both took their bows. On the second bow, she felt a tingling sensation in her hindquarters, and looked to see what the matter was. She was astounded to see a wand amid a crescent shaped cloud of stardust had appeared on her flanks.

Trixie was so shocked and amazed by the cutie mark, that only when she felt something placed on her head, did she look up to see the magician smiling down at her, his hat now on her head. “Congratulations,” he said to her. “I just know that you'll be somepony great and powerful someday!” She was so excited that she quickly gave him a hug and ran all the way to her father's newsstand, where her parents both worked, forgetting all about the party.

“Momma! Poppa! Look what I got!” she shouted and presented her flank for inspection by her parents. In an instant, they were beside her, nuzzling and saying how proud they were of her.

 

* * *

 

So you've had this hat that long?” Twilight asked the mare sitting next to her. They were sitting on the rear landing of the showcart, legs dangling above the ground.

Trixie looked down at the hat in her hooves and gently smiled. “Oh my, yes. This hat has seen me through some very rough times.” She leaned against Twilight and heaved a bittersweet sigh. Turning the hat upside down, she reached inside, much further than her foreleg should be able, and pulled out a rag doll. The worn, purple velvet was missing patches, and the navy yarn that comprised its mane and tail had nearly disintegrated with the passage of time. Only the wooden wand stitched to its hoof was intact, though the paint was faded and flaking off. “Twilight, allow me to introduce you to the Alluring Abracadabra. Abracadabra, this is Twilight Sparkle.” Trixie waved the doll's empty foreleg at Twilight with her hoof.

Smiling, Twilight politely shook the doll's hoof. “A pleasure to meet you, Ms. Abracadabra.” Turning to the azure mare, she said, “She's adorable, Trixie. She reminds me of Smartypants, a doll my mother made for me when I was a foal too.”

Trixie sat up straight and smiled at the librarian. “Perhaps they should meet? Abracadabra is always looking for a new audience for whom she can perform.”

“I think Smartypants would like that. She really likes taking notes of everypony and everything she meets.” Twilight suddenly sat up straighter. “Trixie, I have a fantastic idea! Wait here a moment!” she whooped, and ran inside. Trixie placed her hat and cloak on, and adjusted them to a jaunty angle as she sat. She didn't have long to wait before she reappeared, with a small purse in her magical grip. “Come with me, Trixie. I have a cunning plan.”

As they walked through the streets, a few dirty looks were thrown Trixie's way, but with Twilight as her escort, nopony did anything physical. To pass the time, Twilight asked her, “What about the cloak? When did you get that?”

The silver-maned unicorn sadly answered, “Trixie was given the cloak for her tenth birthday. Just before... you know.” Twilight immediately looked remorseful for bringing up a sad memory for her friend. “It was the last thing that Trixie's mother made for her.” She sniffed at looked off into the distance. “It took her months to find the right material. Then they kept it hidden from Trixie until that day. Trixie was so excited, she doesn't think she took either off for weeks except to bathe or go to school.”

Her dark mood seemed to lift as she turned to look at her companion. “But now that Trixie has them back, she feels more complete. Wearing this hat reminds Trixie of that happy day, and this cloak is like being hugged by Momma and Poppa once more.” She looked over to Twilight saying, “Even the company Trixie is keeping is exceptional.” She nodded as if to herself. “Yes, this is indeed a grand day for the great and powerful Trixie.”

Twilight gave her a nuzzle-bump as they walked. “I'm glad you're happy Trixie.” She looked to the building they had arrived at. “Here we are! Trixie, I bid you welcome to the Carousel Boutique.” She opened the door and stood aside, gesturing for her friend to walk in.

A little bell above the door chimed, alerting the unicorn sketching a new design on paper. Rarity looked up and grinned widely when she saw Twilight and Trixie walk in alone. “Twilight, Darling! And Trixie! What brings you two by on this lovely morning?”

Twilight pulled the doll from under Trixie's hat and floated over to the tailor. “Trixie needs this repaired. Is there anything you can do for it while keeping as much of the original material as possible?”

Rarity's telekinetic field appeared below the doll, and Twilight gently set it down in the pale blue aura. Bringing it closer, she examined it closely, noting all of the attrition that time and an exuberant filly could inflict on it. She especially took note of the color, the horn and the wand, with an incisive smile. “Yes, I believe I can do something here. Now you said you want to keep the original material, how do you feel about... embellishing what's already here?”

Twilight looked to Trixie who said, “This doll was made by Trixie's mother, who passed on some time ago, and is therefore precious to her. She would prefer it be kept as true to the original as possible. However, if you wish, Trixie would not object to a few gemstones or such being added to the star of the wand. Amethysts would look nice if you have any, or failing that, rose quartz.”

The white unicorn looked very solemn as she digested this news. “Oh, of _course_ you would, darling. I understand perfectly. Mothers are somewhat... _sacred_ are they not?” Trixie looked away with a stony expression, but nodded in reply. Rarity looked over to her “to-do” pile which reached her withers from the floor. _Oh, what the hay. If it's for true love, work can wait. She'd do the same for me._ “I can have this ready for you by tomorrow afternoon. Come by at closing time then, and I'll have it ready.”

Twilight nuzzled the tailor's neck affectionately. “Thanks Rarity. I knew we could depend on you.”

“But of course, darling,” she replied. “Oh! Could you do me a teensy weensy favor, Twilight?” With her telekinesis, she pulled out a pair of scissors, and floated them over to her. “I've been meaning to get these sharpened, but just haven't been able to find the time. Would you mind taking these to Pokey Pierce for me? It shouldn't take him any time at all to do these.”

Twilight examined at the scissors dubiously. They looked so dull, she didn't think they could cut room-temperature butter. “No problem, Rarity. We'll have these back to you in no time at all. Come on, Trixie,” she said as she turned to go.

“Oh, wait, Twilight. Could you leave Trixie here? I have a few more questions about the doll if you don't mind.”

Looking confused, she nevertheless responded, “Sure. You mind, Trixie? This shouldn't take long, then we can go get lunch.” Trixie nodded, and the three waved goodbye.

Turning to the showmare, Rarity asked her, “So, have you been able to use that information yet?”

Trixie gave her a forlorn shake of her head. “Trixie is afraid not. Although she adores spending every waking moment with Twilight, Trixie has not had an opportunity to buy any flowers for her. To make matters worse, Twilight has recovered not only Trixie's old hat, cape, and most precious doll, but also her old showcart!” The azure mare paced in front of Rarity. “How can Trixie, great and powerful as she is, ever tell Twilight just how much what she's done for her truly means?”

She came face to face with the fashionista, a wild look in her eyes. “Not only was the hat, cape, and doll three of Trixie's greatest treasures, that cart was her home for almost seven years! Twilight has turned the home _less_ Trixie into a home _owner_ once more, and all without asking or expecting anything in return!” Trixie sat down and buried her face in her hooves. “Trixie has not felt this inadequate since that horrible night the Ursa came.” She grabbed onto Rarity's neck pleadingly. “Please! Help me!”

Rarity gently patted the distraught mare with a hoof. “There, there. It's not as bad as all that.” She put her hoof to her chin for a moment, and gave the situation some consideration. “Why don't you tell me what happened after you ran away that night. I had heard that Twilight went out and found you, but returned without you. What happened?”

Swallowing a hiccuping sob, Trixie stood and wiped the tears from her eyes. “Alright. If you think it will help. I had run off into the night...”

 

* * *

 

Trixie had never felt quite so many conflicting emotions at once. She was happy to be alive, but mortified at being saved by a pony she had ridiculed not hours before. She was angry at her impotence, yet scared that the villagers or the Ursa would come finish her off. She was sad that once again, she was walking off into the night alone, yet glad that nopony was around to witness it. And those were only the emotions she could identify offhoof.

Not quite sure what to do with itself, her body decided that now was as good a time as any to dump all that unused adrenalin by having a good old fashioned emotional breakdown. Tears barely had time to well up in her eyes before they started streaming down her face. Her breaths came in ragged sobs, and her forelegs were quivering so badly, they couldn't support her any longer. Laying down in the grass under a tree, she had herself a good, long cry.

It was several long moments later when Trixie finally got a handle on herself. Still sniffling and wiping away tears, she heard a twig snap behind her, and turned with a start. “Who's there! Show yourself!” she demanded.

The now familiar lavender mare stepped into the moonlight. Trixie didn't think she'd _ever_ forget her features. “Um,” the mystery unicorn said in a small voice, “I came to see if you're alright.”

Giving her head a shake, Trixie struck her haughtiest pose. “The great and powerful Trixie needs nopony's help,” she answered. With a disdainful sniff, she turned her head away. “You may go now. Trixie has much to do, and little time to waste on lesser ponies.” When no sounds could be heard of the other pony's leaving, she opened one eye to see her still standing there. “Did you not hear Trixie? She doesn't _need_ you!”

Twilight winced at the raw shout, but didn't back away. “That was brave of you. Standing up to the Ursa, I mean,” Twilight noted as if making idle chatter. “Not many ponies could do that.”

Trixie squinted her eyes at the other mare, trying to determine whether or not she was being serious or not. “Trixie does not appreciate being made sport of. She'll thank you to keep your jibes to yourself.”

“I'm sincere, Trixie! Even trying to stand up to a creature like that, let alone defending a town you just arrived in speaks volumes about your character!” Twilight ducked her head, trying to catch her gaze. “You notice that nopony else was stepping up to do something. And Ponyville isn't exactly totally bereft of unicorns or capable fighters.”

The showmare looked confused. “So, you're really not here to hurt or ridicule Trixie?”

Twilight took a few steps forward. “Of course not. How could I make friends with you if I did that?”

“You want to be Trixie's... _friend_?” she asked incredulously. Trixie reared back with one foreleg held in front of her as if to ward off a blow or make ready to flee.

Taking another step forward, the librarian nodded. “I'd be happy to call you friend, if you'll have me, that is.”

It took a long moment for Trixie to find her voice again. “I- Trixie... would like that, too. What shall Trixie call you?”

“Well, my name is Twilight Sparkle, but my friends just call me Twilight or Twi, so you could use that,” she smiled at the azure unicorn. She held out her hoof and it was taken up by the hesitant mare.

 

* * *

 

Rarity sat in silent contemplation, a nervous Trixie standing before her. “That does sound unusually outgoing for Twilight, especially back then.” She ruminated about this a moment longer. “Perhaps she was looking for a colleague to discuss magic with?” she speculated.

“What do you mean?”

“Well Trixie, and this is just a hypothesis mind you, but I think she may be looking for somepony that shares her interest in magic, and can keep up with her intellectually.” Rarity began pacing as she talked. “She often tries to discuss such things with us before remembering that none of us, myself included, are all that interested or talented at magic in general. None of the unicorns in the village can keep up with her once she gets going, not even Lyra, and she went to the same school as Twilight.”

Rarity sat down and heaved a sigh, clasping her hooves to her chest. “I suppose it's because she misses all the time she spent under Princess Celestia's personal tutelage. She thinks the world of the Princess and loves her dearly.” Setting her hooves down again she looked away sadly. “To be honest, Princess Celestia, and to a lesser extent, Princess Luna are the only ponies in Equestria who can match her at all. Intellectually, I mean.”

“And Intelligence is _that_ important to Twilight Sparkle?” Trixie nervously asked.

The tailor brought a hoof up to her chest again. “Oh Heavens, yes! But it's not just raw intellect she's looking for, it's mental acumen, it's a razor-sharp wit, it's... an intuitiveness... a _je ne sais quoi,_ if you will.”

Trixie contemplated this for a moment in silence, then nodded. “Trixie believes she can provide all that, if it is for Twilight Sparkle.”

Rarity grinned widely and applauded. “Well said, well said! We'll have you two hooked up in no time with that kind of positive attitude! Now then! We need to get you something to give to Twilight as a thank you for all she's given you today, right?”

“Correct. Trixie would like _very_ much to show her appreciation to Twilight Sparkle. Do you have any suggestions for her?”

The white unicorn sidled up to her and winked conspiratorially. “As a matter of fact, I can do you one better. This morning, I bought some white roses in town, anticipating that I could get them to you to give to Twilight.” Trixie gave her an astonished look. “Just go fetch them from the kitchen when Twilight gets here and surprise her with them.”

Trixie looked at her in awe. “You would do all this for Trixie?”

Waving a hoof dismissively, Rarity replied, “But of _course_ darling! Anything for our dear Twilight. Besides,” she leaned in and whispered as if anypony else were in the room to hear, “This is for true love! One cannot do too much when helping true love run its course! Oh, and for lunch, take her to the little cart in front of Quills and Sofas. They make the best hay fries. They're a guilty pleasure of hers, you see.”

The door opened quickly, jingling the bell, and the two jumped apart. “Rarity, did you know that Pokey Pierce was out of town this week? Something about a convention of some sort,” Twilight asked as she trotted in, scissors floating beside her. Trixie unobtrusively made her way to the kitchen.

“Oh dear, was that _this_ week? I had _completely_ forgotten!” she said almost convincingly.

Twilight waved it off. “No worries. I was able to convince his brother to let me use the grindstone there.”

“B- b- brother? Rarity asked in apprehension.

The librarian smiled with a far off look in her eyes. “Yeah, big stallion by the name of Cutting Edge. Almost as big as Mac. Huge muscles, and the prettiest blue eyes you ever seen. The kind you could get lost in. He was so nice to me, too...”

Rarity was in a panic. _Badbadbadthisismajorbad! I hadn't counted on her falling for somepony else! And a stallion at that! I have to get her mind off of him and back on to Trixie fast before this takes hold and oh, my stars, I'm babbling again I need to get control before-_

Rarity's train of thought was derailed by Trixie bringing in a bouquet of white roses and presenting them to Twilight. The lavender mare looked at them in surprise asking, “Trixie? What's all this about?”

She smiled as Twilight's magical field took control of the flowers and the librarian smelled their aroma. “This is something that Trixie wanted to give to you as a thank you for all the generosity you've shown her, Twilight. Trixie hopes that you like them,” she said nervously. Rarity may have assured her that these would do wonders towards wooing the mare of her dreams, but this was all still very new to her.

A feeling of nostalgia washed over Twilight as she inhaled the scent again. There was even a hint of ink and old paper from the bouquet's wrapping. A silly grin was plastered on her face as she remembered simpler times, growing up in the palace with Celestia. She had to wipe away some withheld tears before she could trust opening her eyes again. “Thank you, Trixie. They're beautiful.” Then, to the other two unicorns' shock, she kissed Trixie on the cheek.

Rarity was stupefied by the action. Not once did she ever expect her plans to work _this_ well. Trixie was stunned as well, but still had control over her tongue. “You- you're quite welcome Twilight. Quite welcome, indeed.”

The moment was ruined when the door slammed open and a dark figure at the portal exclaimed loudly, “ _Ah-Ha_!”

  
**Author's Note:**

Chapter five has arrived! This one came out easier than I had expected. I guess it's the flashbacks I promised that help take up so much space. Still I hope this clears up a few mysteries, and satisfies those saying I needed to show rather than tell the backstory some. The usual disclaimers here. I don't own any of the characters, places, or things in this story, only the arrangement of the words. All the rest belongs to Hasbro and Lauren Faust.


	6. Apologies

**Chapter 6: Apologies**

 

 

Applejack stormed into the boutique, righteous fury in her eyes. “Ah just knew you'd be up to somethin' just like this, Rarity! Yah _promised_ yah wouldn't interfere! Yah said-”

“Applejack, not now! Not in front of hmmrmrmr,” she said through gritted teeth, the last bit dying off in an effort to not give the game away. She looked pointedly at Twilight, back at Applejack, twice, sweating bullets.

The farmer's already raised voice went up a few decibels, furious at being shushed as much as the broken promise. “Ah don't care! She deserves to-”

She was cut off again, this time by Rarity's hoof in her mouth. “Twilight, Trixie, would you please excuse us? We have a uh, _private_ matter to discuss. Marefriend stuff. I hope you understand.”

Twilight looked  at her friends in confusion. “Um, sure, Rarity. We need to go get some lunch anyway.” She got up and started towards the door. “We'll just get out of your way, App-”

Applejack rushed back to the door and stood on her hind legs, her forelegs forming an effective barrier as she put each on opposite sides of the door frame. “Oh, no yah don't. Not this time, Rarity. Your interferin' ways end here and now, missy.”

“Yellow submarine!” Rarity shouted. For some reason, this stunned Applejack into wide-eyed inactivity. The white unicorn took this opportunity to quickly shove Twilight and Trixie past her stunned marefriend, and pulled her in, shutting the door behind them.

The two shocked unicorns stood there a moment, staring at the door. “What was _that_ all about, I wonder,” Twilight asked aloud.

“Trixie is sure she has no idea. Perhaps one of them bought something she should not have?” Trixie ventured.

Twilight took another deep breath of her flowers, and her smile reasserted itself. “Well, whatever it was, if they want us to know, they'll tell us. Let's go by my place for a bit so I can put these into a vase and cast a preservation spell on them. Don't want these beauties to wilt before I can really enjoy them, right?”

Trixie nodded her agreement as the trotted off.

 

* * *

 

Rarity breathed a sigh of relief as she leaned her back against the door and slid down it. Her relief was short-lived as she looked up to see her marefriend glaring down at her, a fire in her eyes. “I... have some explaining to do, don't I?”

Dead silence filled the room for several tense heartbeats until Applejack growled, “Sugar, dependin' on the answer, we _may_ be over.” Rarity's eyes went wide, and a sick feeling in her stomach replaced the joy she had felt just moments before when she had helped Trixie. “Ah've never raised a hoof to yah, an' Ah never will, but Ah've never been so angry at yah as Ah am right now. Yah know how I feel about lyin', and breakin' promises is just as bad. So what possessed yah to do this after promisin' me t'other night yah wouldn't? Not to mention usin' our safe word in front of others like that!”

Absolute terror gripped Rarity. She went to her knees and threw herself around  Applejack's strong neck; and while she wasn't pushed away, neither was the embrace returned. “Oh, Applejack forgive me! Please! I just want what's best for Twilight, and I think that she and Trixie would do a lot of good for each other. For a pony to find somepony who shares their special talent, it's like... it's like... finding that one perfect accessory that goes with your favorite dress, only a thousand, thousand times better.”

She could see that the farmer remained unconvinced and perhaps a little confused by the analogy, so she tried a different one. “Imagine if while digging through your ancestor's things, you found the recipe for the perfect flaky crust to go with a new breed of apples you just created. How could you deny putting them together? Why, it would be criminal!”

This seemed to sink in, and Rarity could see some of the anger leaving her lover's face. However, she could still see the disappointment in her eyes, and that cut worse than a thousand knives in the chest. “That still don't change the fact that yah went back on your word. Yah _promised_ me that we wouldn't interfere in their goin's on's after we left that party.”

Unable to stand looking at the hurt in Applejack's eyes any longer, Rarity dropped her gaze to her hooves. “I... I'm sorry, Applejack. I just wanted them to be as happy as we are together. Ever since the day we were trapped in your hay barn by that thunderstorm, you've made me so happy, that I just want to sing it from the mountaintops.” She managed a sidelong glance at the earth pony. “You're the best thing to ever happen to me Applejack, and I wanted all our friends to be even just a fraction as happy as you make me.”

The last of the anger slipped away from her face. Tears welled up in her eyes, threatening, but never quite spilling. The farmer shuffled on her hooves a bit and gazed at the ceiling as if searching for the answer there. “Yah realize what this means, don't yah?”

If Rarity had thought that the bottom of her stomach had dropped out before, it sank to new levels at those words. She locked her hooves around her lover's neck so that should she try to walk out the door, she would have to drag the unicorn with her, because she intended to never let go.

Applejack looked down into Rarity's eyes. “This means that all bets are off. No interferin' in each other's plans, but we can back the pony we each want to win, in any way we want.”

Suddenly the world had room for happiness, and all of it poured into the white mare. She fiercely smashed her lips to the orange pony's, attempting to drown her in a deluge of passion. Their tongues intertwined, the wet muscles vying for dominance. Unable to support herself anymore, Rarity's rear legs gave out, dragging Applejack down on to the floor with her.

The farmpony crawled over her love, her weight a satisfying pressure to the unicorn. She settled into position between Rarity's legs and broke the kiss with a gasp.

“So we're okay now?” Rarity asked meekly.

Applejack kissed her jaw several times before answering. “We're okay. Jes'... Jes' don't break your promises nomore. Once a pony loses another ponies' trust, it's powerful hard to get back.”

Rarity kissed the hollow of Applejack's neck where it met the sternum, giving it a lick at the end. As always, this caused a delicious shudder down the earth pony's spine. Without breaking contact with her muzzle, she murmured into her lover's chest, “You have my word, darling. No more broken promises.”

Their lips met again, the fierceness gone, but no less passionate. Rarity's hooves slid down the hard, muscled sides of Applejack, taking delight in the juxtaposition of strong and feminine. The muscles may suggest stallion, but the _shape_ , the shape was all mare. Her hooves reached the tight, yet rounded rump, before heading down and unerringly finding the cutie mark on either flank. In a ritual they had started since their first encounter, Rarity rubbed each apple in a circular motion then tapped each before moving on to the next of each trio. Applejack moaned into the kiss at each tap, hunching into her lover, their increasingly wet sexes meeting briefly with a _squelch_.

Finally ready to really get down to business, Applejack broke the kiss, and began shuffling down the mare below her. Leaving a wet trail of kisses and nibbles, she slowly made her way down to her greatest treasure. Rarity's moans were broken with  a squeak every time her skin was pinched between Applejack's teeth. The earth pony came to rest for a moment with her forelegs still resting on the unicorn's rear legs, spreading them open as far as she could.

Applejack kissed around Rarity's breasts, not _quite_ touching them, and watched with satisfaction as the nipples hardened. Deciding to change gears, she licked the inside of her lover's legs, drawing her tongue up in long, sensuous licks. She switched legs with every lick, leaving a trail of damp fur on the trembling mare. With agonizing slowness, she worked her way back down the legs until she was almost but not quite licking the breasts in front of her. Just when Rarity began to despair of ever getting any relief, Applejack dragged her rough, wet tongue straight down the middle of the teats, causing the mare to buck up of the ground almost completely.

The farmpony wasted no more time and planted her whole mouth on one teat, laving her tongue all over it. The other was not left to linger as an orange hoof gently massaged it. Alternating stimulation was administered, going from gentle lick and massaging, to biting nibbles and a hoof flicking a nipple. Rarity's moans filled Applejack's ears, and her enticing musk filled her nose.

Unable to take it any longer, Rarity forced Applejack's head down towards her marehood with her forehooves. The earth pony took the hint, and began to gladly lap up the leaking essences, savoring the taste that was uniquely Rarity. However, she wasn't _quite_ ready to end the teasing, and instead of diving right in as she usually did, Applejack instead sheathed her teeth with her lips to gently take hold of the mare's petals and pull them until they slipped out. With each snap back into shape, the unicorn's moans were accentuated with a sharp gasp. “Ah- Ah- Applejack! Please! Finish it!” she managed to say between gasps.

Deciding she'd had enough, Applejack slid her tongue into Rarity's depths, lapping up her spent cream into her mouth, before going back in for more. She rested her nose on the mare's clitoris, gently rubbing it back and forth, while drinking her scent. Both ponies' eyes rolled back into their heads, but only Rarity's mouth was free to shout her release to the heavens.

The mares' breathing slowly returned to normality, and Applejack returned to her favorite perch, laying on top of the beautiful seamstress. They kissed again, this time Rarity savoring her own taste  on Applejack's lips with a relish. When the earth pony's face was clear of all traces of her cream, she nuzzled the strong mare. “Darling, while I hope we never fight again, I also hope that the rest of our... _rendezvous_ will be  that... _intense_.”

Applejack rubbed her muzzle to Rarity's. “Ah hope so too, sugar. On both counts. Now how about another round?”

 

* * *

 

As she finished grading the last question of the history test, Cheerilee let her mind wander again to her favorite subject. School had been out for only a few minutes, and she was ahead on her work here, since she had taken everypony's homework with her to recess and graded it there. If she wanted to finish work as early as possible, she had to take little shortcuts like that. After all, every minute she spent away from Twilight was not only a minute spent away from Heaven, but it was a minute that the poor, defenseless librarian was left to the tender mercies of that... that _unicorn_ , not to mention that slightly more tolerable pegasus showoff.

_Where does she get off studying about magic? It's not like she can learn anything useful from it._ she thought to herself. Then another thought suddenly occurred to her. _What if it was only to get closer to Twilight? What if her interest in it was more prurient? What if right now, she and that witch-_ Cheerilee stopped herself as she stood bolt upright at her desk, forehooves firmly planted on the surface.

_No. No, I have to trust that they wouldn't dare do such things for risking alienating her. And even if they do attempt that, I have to trust Twilight to resist their wiles._ She sat down again, and returned to her work, rushing through the papers. It wasn't long before she lost focus again thinking about her dream mare. A goofy grin spread across her face as she remembered her first significant encounter with the Mistress of her Heart...

 

* * *

 

Cheerilee stood in front of the door, hoof poised to knock. _Come on, Cheerilee, you can do this. So what if she's the cutest nerd you've ever seen. So what if she's saved Equestria, and this town in particular, several times over. So what if she's got the cutest smile, the most adorable laugh, the best-looking rump you've ever-_

She stopped herself and shook her head to clear it of those thoughts, but they refused to stay gone for long. The teacher took several deep breaths, and knocked before she lost her resolve. As each second ticked by without a response, Cheerilee lost a little more resolve, until just as she was about to turn around and run off, the door opened to reveal Twilight's number one assistant as she liked to call him.

Not recognizing her, he asked, “Yes? Can I help you?”

“Hello, my name is Cheerilee. I'm the local school teacher.”  The dragon seemed to relax at this news. “I was hoping to speak to Twilight Sparkle?”

“Oh. Sure, come on in,” he said as he stood aside to admit her. He pointed to his left, saying, “She's over there rearranging the shelves for the fifth time today.”

Looking to where he pointed, she saw the librarian totally absorbed in her work. She had two dozen books floating around her, and was examining the spines, and muttering to herself. The sunlight filtering through the curtained windows created a golden halo around her, and a heavenly choir sang a beatific note of joy. Cheerilee's jaw dropped at this Goddess-vision descending from the Heavens. Surely a divine being such as this was too good to be true. A cloud passed overhead, blocking out the light; and she noticed that the choir was singing off to the side, so turned her head to find Spike blowing as hard as he could on a harmonica. He took the instrument out of his mouth, and dusted it off, saying “Been looking for this thing ever since we moved in here,” as he wandered off to the kitchen.

Taking a moment first to compose herself, she walked over and cleared her throat. Without looking, Twilight said, “Good timing, Spike. I need you to hold these.” Ten very large tomes floated over to her, and Cheerilee instinctively stood and held out her hooves to catch them before they hit the floor. “Oh, and these,” three more floated onto the wobbly pile. The teacher danced back and forth, trying to keep her balance, but was having real trouble doing so. She was about to point out Twilight's error when she was interrupted with, “And this one too.” A small book, barely larger than postcard size, topped the pile, causing the maroon earth pony to overbalance and fall over under the avalanche of books.

Twilight finally looked over at the noise. “Omigosh, Spike! Are you okay?”

The dragon in question walked out of the kitchen, a topaz in one claw, and a jar of peanut butter in the other. “You call for me, Twi?”

“Wait, if you're there, then who...” In a panic, Twilight lifted all fourteen books to the air, revealing a slightly battered earth pony. “I am _so_ sorry, Miss... um...”

“Cheerilee,” she answered. Accepting a hoof up, she dusted herself off.

“I can't apologize enough, Miss Cheerilee. I had no idea you were there. I thought you were my assistant, Spike.” She neatly stacked the books next to the shelf as she brushed off the mare, both with her magic. “Is there anything I can do to make it up to you?”

_You can make me the happiest mare in Equestria for the rest of my life._ “Um, actually, I came here seeking books. You see, I'm the teacher at-”

Cheerilee's explanation was interrupted by a fillyish squeal from Twilight. “ _You're_ the teacher! I've been meaning to talk to you! Oh, it must be so fulfilling being a teacher! Seeing those fillies and colts grow up into such brilliant, dedicated, and productive members of society! Molding their minds, honing their skills, I can't even imagine how  rewarding it must feel to be such an important part of their development!” She grabbed her hoof, and vigorously shook it.

“Um, yes, it is fulfilling.” The teacher was more than a little sad when her hoof was released. “As I was saying, I came here to look for some books for the students to make reports on, actually. Well, that and to introduce myself. I'm sure we'll be working _very_ closely in future.”

Twilight seemed unaware of her odd choice of words to stress over others. “Oh, how rude of me. Would you like some tea?” Before she could respond, the librarian shouted, “Spike! Put on some tea for the three of us, would you?” The little dragon grumbled as he went about his assigned task, and Twilight led her guest over to the kitchen table. “Sorry about the mess in here. We're still getting settled in, and the previous librarian seemed to not have any rhyme or reason to her book sorting.”

Cheerilee smiled at this. “Actually, there hasn't been a librarian running this place for months now. A few elderly volunteers checked books out for visitors, and it was kept clean by the City Hall janitor, who came over every other  Monday.”

The unicorn gasped as they sat down at the table. “Well, no wonder it was such a mess here. Those poor dears must have had their hooves full trying to keep order when school let out. I can just imagine the chaos as they swarmed in, intent on borrowing everything in sight, leaving muddy tracks on the floors, hoofprints of jelly and other unmentionable substances smudged on the books, and worst of all, the _noise_.” She gave a shudder at the thought of the madness.

The earth pony smiled as she shook her head. She looked over at Spike as if to ask if she was serious, he just rolled his eyes. “Well, I'm not sure how it was in the Royal Library in Canterlot palace, but here, you'll find it more... sedate than you might think. You can go for days or even weeks without a visitor, Miss Sparkle.”

Twilight leaned over and patted her hoof. “You can just call me Twilight. After all, we scholars have to stick together.” Cheerilee blushed at the contact and offer of intimacy. “But what's this about so few visitors? Surely with a town this small, there would be _more_ visitors rather then _less_? I mean, what else is there to do around here other than work and read for pleasure?” They ignored the amused snort from Spike who was tending to the now whistling kettle.

“Twilight, I think you may find this remarkable, but not everypony _likes_ to read for fun.” Cheerilee smiled at the cocked eyebrow and incredulous look the unicorn was giving her. “To be perfectly honest, _most_ ponies don't like to read. I've discovered that most see it as a necessary chore, or even just bothersome.”

Standing on her hind legs, the lavender mare looked upset, nay personally offended. “Spike! Take a letter!” The dragon reached into a drawer next to the stove and pulled out a quill and a sheet of parchment. Without waiting for him to acknowledge his readiness, she began dictating.

  


> _Dear, Princess Celestia,_

> _It has come to my attention that the ponies of Ponyville have lost their love of reading. As shocking as it sounds, the local teacher here, Miss Cheerilee has informed me of this deplorable situation, and has assured me that this is not confined to Ponyville. Something must be done about this before it is too late. I propose a series of programs to reignite ponies' interest in reading once more. We can start small, offering free stories to foals told by volunteers in public spaces, and work our way up to full blown book fairs and conventions._
> 
> _Now I realize that what I propose is going to cost money, and possibly lots of it. To that end, I would like to suggest that we use Ponyville as a sort of testbed, to see what works best before setting anything up on a larger scale. We'll begin planning a few sessions of the foal-reading, and start putting up posters encouraging ponies to read, and to show how much it can benefit them. I'm sure that between Miss Cheerilee and I, we can turn this trend around before our civilization falls off the precipice._
> 
> _I shall get together with Miss Cheerilee and start planning right away, at her earliest convenience, and get back to you with our results next week when I send in my next Friendship report. With your help and encouragement, we can save Equestria from another Dark Ages like what followed the fall of the first Equine Empire._
> 
> _Your most faithful student,_
> 
> _Twilight Sparkle_

 

 

Cheerilee was about to object to being volunteered like that, when Spike spoke up. “Got it, Twilight. But do you really think this is something to bother the Princess with? I mean, she is _awfully_ busy running Equestria. I kinda doubt she has time for a project like this.”

“Spike, there is nothing, absolutely _nothing_ more important than education! You've read the history books, so you know what it was like back then. Now send it quickly! Time is of the essence!”

Startled into action by Twilight's harsh demeanor, he quickly rolled up the parchment and breathed on it, turning it to a wisp of green smoke which wended it's way out. “I still think that she's not going to take this very seriously,” he groused.

“Spike, I can assure you that the Princess takes _everything_ seriously. You could do well to take a page from her book in that.” Further conversation was halted by her as she calmly waited for a response. The three of them sat there drinking tea, Twilight looking a little smug in her confidence, Spike a bit put out  in his irritation, and Cheerilee a little out of it while stealing of glances at the librarian.

The response wasn't long in coming. With a belch of green flame, Spike brought forth a rolled up parchment and began to read without prompting.

  


> _My Most Faithful Student, Twilight Sparkle,_

> _While I agree that reading and education are indeed very important to all ponies, we must also accept the fact that not everypony is going to feel the same way about it that you and I do. As to your proposal, I am rather shocked that you've already forgotten the many, many book fairs we attended when you lived here in Canterlot. I had thought that we'd had a rather good time attending those events, and am saddened that they have slipped from your memory so soon._
> 
> _Rest assured that the future of Equestria is in good hooves. I would never let what befell the first Equine Empire, happen again. I must cut this letter short, as I was in the middle of partaking of lunch with Luna._
> 
> _Your loving Mentor,_
> 
> _Princess Celestia_

 

 

Twilight's face was a study in realized horror. “The Princess thinks I forgot... She thinks those times weren't important to me...” she murmured. Turning to Cheerilee, she grabbed her by the shoulders and screamed in her face, “SHE THINKS I DON'T LOVE HER!” Cheerilee was knocked back in surprise when her volume went to shouting levels when the unicorn finally released her. “SPIKE! TAKE A LETTER, QUICK! Miss Cheerilee, I'm sorry, but I _need_ to take care of this! Could we do this another time?”

Cheerilee nodded and walked dejectedly towards the door, Spike following to let her out. She wanted to know, but at the same time, didn't. Curiosity finally won out and she asked her escort, “Spike?”

“Yes?” he responded.

“D... I... Is Twilight and the Princess...” Now that she had come this far, she found that she just couldn't say it outright.

Having been asked this question many times in the past, Spike knew what she was getting at. “They're more like dam and daughter than anything else. Or maybe aunt and niece.” He tilted his head and thought for a moment. “Their relationship is kinda weird, but they love each other; they're not _in_ love with each other, if that makes any sense.”

Elated at the news, she crushed the tiny dragon in a hug. “Thank you Spike. You were a big help.”

He tried to return the hug as best he could with his arms pinned at his side. “No problem. You seem like a nice mare, and I hate seeing nice mares look sad like that.”

Cheerilee released him and ruffled his spike a little. “You're a good dragon, Spike, and an even better assistant.”

 

* * *

 

Cheerilee was brought back to reality when her head fell off of the hoof that had been propping it up on her desk. With a skull-cracking **_BAM_** , her face slammed into the desk, cushioned only slightly by the papers she was grading. She sat up, rubbing her forehead in pain. Looking up at the clock, she gasped at the time. “Four-thirty? How did it get so late?”

Suddenly in a rush, she stuffed all the papers into her saddlebags, promising herself to take care of the rest tonight, or worst case scenario, tomorrow morning before class started. She dashed out of the classroom, having to come back to lock up when she remembered halfway down the street.

Her headlong rush was halted by an orange leg barring her way suddenly. “Whoa there, missy! Yah best slow down a'fore you run some poor pony over.”

Cheerilee screeched to a breathless halt, eyes wild. “Applejack! I'm really very sorry, but I'm in rather a hurry just now. I need to get home before something awful happens.” The orange mare was apparantly just closing up her cart for the night.

The farmer knew the current living arrangements going on at Twilight's home, so she was elated to hear Cheerilee refer to the librarian's home as her own as well. “Well, goin' home emptyhoofed like this might just make it a bad situation in the first place.”

This caused the teacher to be taken aback for a moment. “Huh? What do you mean?”

“Well, Ah mean that it would be foalish to go see Twilight without one of her favorite treats, Like say... some apple strudels?” Applejack tilted her hat back a little and gave her a knowing wink. “Ah happen to know that they're not only the things she buys from me the most, but neither she or Spike have been by to get any from me in ages.” She leaned against her cart and crossed her left hooves over her right. “Seems to me, somepony could score some major points with her if'n they were to say, show up with some for dessert.”

Cheerilees's eyes narrowed as she took in the farmer. “And what makes you think that I'm trying to “score some major points” with anypony?”

Applejack walked up to her and patted her shoulder. “My dear, Cheerilee. Half the town knows you're pinin' for that mare. Heck, _Ah_ might feel the same if'n it weren't for Rarity.” She looked off into the distance speculatively. “Yep. There's definitely somethin' about a smart mare.”

She took her hoof from the surprised teacher and turned back to her cart. “Tell yah what. Ah happen to have some leftover from today. Made fresh this afternoon for another customer, but she never picked 'em up. Be a cryin' shame to waste strudels this good by throwin' 'em out too.” She handed a warm, brown paper bag to the earth pony who took it in her teeth.

“Bt ow mch do ah owe oo?” she asked around the bag.

Applejack seemed to consider it for a moment. “Consider it an investment in my friend's happiness. Now, Ah expect to see dividends on that tomorrow with her smilin', yah hear?”

Cheerilee smiled and nodded, then continued her mad dash back home. Applejack smiled at her retreating form with a wide grin. When the maroon pony disappeared around a corner, she started whistling a work song, slipped into her cart's harness, and started for home herself.

  
**Author's Note:**

Hail the conquering hero! Chapter six has arrived! Finally earning that mature label today! At least, it is for the clop heavy version. Try reading that if a little naughtiness between ponies doesn't make you feel all squicky. The usual disclaimers here. I don't own any of the characters, places, or things in this story, only the arrangement of the words. All the rest belongs to Hasbro and Lauren Faust.


	7. Dear Diary

**Chapter 7: Dear Diary**

 

 

With a groan, Spitfire leaned back in her chair and rubbed her eyes with her hooves. She let them fall to the foreleg rests and checked the clock. 1:47. Twelve minutes since the last time she checked. She picked up the cup on her desk where she was sitting in her office and took a long draw from it. The soda was already watered down from the melting ice, and her rump was sore from trying to get her chair back into shape after Soarin' had been sitting in it for the past two days. _I swear, I'm going to make him buy me a new chair if I can't get my own groove back in it. I just hope that he gets the message about how tough this job really is. It's not all glory and fillies, after all._

She looked down at the pile of just completed paperwork in amazement. Never before had she gone through so much, so fast. _I guess good motivation goes a long way to inducing speed. Don't want those two getting ahead of me any further than they already are._ Panic suddenly gripped her heart as she checked the time again. _Roadapples! I'm going to be late for my meeting with the Princess!_

Spitfire threw the papers into the out basket and dashed out of the office, knocking down two new recruits on her way out. She didn't even bother going to the edge of the clouds, opting instead, to drop right through and catch the nearest updraft after pointing herself southeast towards Canterlot. She poured on the speed, heedless of other pegasi sharing the skies with her.

Today seemed to be a day for record breaking, as she made it to the palace with minutes to spare for her 2:20 appointment. The Wonderbolt took a moment to compose herself, running a hoof through her fiery mane before walking through the doors. The guards nodded to her as she passed, recognizing her on sight alone. She made her way through the corridors, until she came to the door leading to the Princess's private gardens, where the monarch awaited.

Spitfire lamented the cold weather moving in, since these monthly meetings would soon be moving indoors for everypony's convenience. The warm sun and the fragrant flora accentuated the tea served, making for a more relaxing environment than the usual spot in the Princess's office. As she rounded the corner, she heard the sound of laughter like the tinkling of silver bells. She stopped when she noticed that the Princess wasn't alone.

Bowing low, the Wonderbolt greeted both of her monarchs, “Good afternoon, Your Royal Highnesses.”

“Ah, Captain Spitfire. Punctual as always. Won't you please join us? We were just discussing an old letter we had received from Twilight a few years back.” Celestia noted the sudden flush that came to the pegasus's face at the mention of her favorite student.

Luna wasn't oblivious to this either. “Aye. Prithee, sit with us. It is a most amusing anecdote.”

She rose from her obeisance and trotted up to the table to the free chair. A stallion rushed up to hold it out for her, and pushed her in once she was properly seated. “Thank you Ma'am. Ma'am,” she said to each in turn.

By this time, the flush had receded a bit to less noticeable levels, but with millennia of experience on their side, it was foal's play to read her. “So, as I was saying,” Celestia began, “poor Twilight sent me a second letter apologizing for, as she put it: 'Giving the impression that our trips to the book fairs meant nothing to her'.” She giggled again as she continued, “I could just imagine the poor dear, mane in disarray, frantically trying to find the words to reassure me that she cared about the time we spent together. I don't think she has ever sent a more prosaic letter to me.” She put a hoof lightly onto Spitfire's, looking her in the eye. “She has the most adorable facial expressions when she's flustered.”

The blush was back with a vengeance as Spitfire imagined Twilight running around like a miniature tornado, looking up words in a thesaurus because her brain had slipped a gear in a panic. Both alicorns tittered their silver bell laughs, but whether it was at the memory or the pegasus, she couldn't tell.

“We can well imagine, dear sister. Twilight hath such a huge heart, that even a _perceived_ slight on her part to somepony she cares about would be reason enough to 'go to pieces', as t'were,” Luna agreed.

Spitfire looked at the Moon Princess in surprise. “So you've met with her, Ma'am? I wasn't aware that she was still such a fixture around the palace.”

“Oh my, yes. We dare say that Twilight counts us as one among her growing list of friends.” Luna took a sip of tea and continued, “Why, between her freeing us from the Nightmare's clutches, the many times she hath helped us in person for various reason, and her letters helping us acclimate to modern society, we shan't hesitate to call her, we believe the term is 'best friend'? Yes, that's the one. Twilight Sparkle is quite the remarkable pony. Most extraordinary.” She hid her grin behind another sip of tea.

Celestia took the hoof-off like an expert. “It's always amazed and saddened me that she hasn't found somepony special yet.” Feigning to look downcast was no difficult task for her. She had often worried and despaired Twilight ever beginning this stage of life. “A pony as special as her deserves the happiness that a mate can bring.” She looked into her tea as if contemplating the universe. “Of course, such a mate would have to be exceptional as well.”

“Most definitely.” Luna picked up on the signal her sister sent her. “Why a pony would have to be not only intelligent, but educated enough to hold up their end of decent conversations with her.”

“And kind. Such a tender heart needs delicate care,” Celestia responded.

“Not to mention a brave soul to stand up to her when she's pointed down the wrong path.”

“Generous with their affection towards her.”

“Faithful to her heart.”

“Patient with her eccentricities.”

“Know their way around a mare's body.”

“But most of all...”

“Love her body, mind, and soul,” They finished in unison. They took a sip of their tea together, as if they were reflections of one another.

Spitfire was reeling from this one-two combination the Princesses had been throwing at her. With a trembling hoof, she lifted her own teacup to her mouth for the first time. The warm peppermint tea soothed her nerves a bit, putting her in a calmer state.

Luna waited until the pegasus was deeply drinking her tea when she said, “Speaking of Twilight sister, we heard the most curious rumor this morning. Is it true that she hath several ponies living with her now?” Of course, she had heard the tale, but not from the staff as she claimed, but in a letter from Fluttershy, with whom she had kept in correspondence ever since that first Nightmare night. Spitfire's snort sent peppermint tea up her nose, causing her to choke until Luna patted her on the back . “Art thou well, Captain?” she asked with hidden glee.

The Wonderbolt waved her off gently. “I- I'm fine, Ma'am,” she said, her voice even more raspy that usual. “Some tea just went down the wrong pipe.”

“Where did you hear that, Luna? You know that one must consider the source of any rumor before believing it,” Celestia remarked.

Luna put a hoof to her chin in mock thoughtfulness. “Why, we do believe it was the buyer for our kitchens. He said that he hath learned of it from that apple trader friend of Twilight's. What was her name again? Apple Pie? Crab Apple? Some such like.” She shrugged as if it was of no consequence. “In any case, this apple pony said that she hath taken in several mares who were now courting her. That certainly does not sound like the Twilight Sparkle that we know.”

Celestia's eyes widened. “Courting, you say? That does sound odd for Twilight to let ponies who are courting her to stay in her own home. She is far too shy for so bold an action.” She set down her cup with an abruptness that bespoke of a decision suddenly made on the spot. “I do believe it is time to visit my Faithful Student. While I trust her to act in everypony's best interest, I must see for myself that these mares do not intend to lead her astray.”

She rose to her hooves and dabbed at her lips with a napkin daintily. “Besides, I must congratulate her on her new temporary position as magic teacher in Ponyville.” Celestia turned and nodded to Spitfire. “Captain, I regret that we must cut our meeting short. Twilight is... she is a pony very dear to my heart, and I worry for her so. Please excuse me.” Without further word, she trotted off.

Luna stood as well, and came up to the still seated pegasus. She bent down and whispered in her ear, “Perhaps now wouldst a good time to hie thee back to Twilight afore we arrive. But afore thou dost that, couldst thou stop by the Royal Library? We hear that they hath some books she ordered, but hath yet to deliver.” Spitfire looked up at her in alarm, but only got a wink in return. As the Moon Princess walked away, she threw back, “Who knows? Thou mayst find something of interest to read as well.”

The pegasus sat there dumbly for a moment, stunned. In a sudden, wild burst of energy, she tried to get up, but became entangled between the table and chair. The lace tablecloth somehow caught on her hoof, wrapping itself around her foreleg, dragging half the china onto her lap. The hot tea caused her to leap up, but still being seated at the table, she bumped her knee and fell out of the chair sideways. Finally free of the furniture, she ran off, still trailing the tablecloth and dripping tea as she went.

The unicorn stallion who had seated her calmly walked out of the shadows and began using his magic to repair the broken cups and clean up the spilled tea. He shook his head in amusement at the antics of the Princesses. While it was never dull with Celestia, ever since Luna had returned, the fun had been more than doubled.

 

* * *

 

Spitfire finally arrived at the great, brass doors leading to the library. The twenty-foot tall doors were inset with smaller, pony-sized doors which were open. For what seemed like the eighth time, she tripped over the tablecloth still hung up on her hoof, smacking her chin on the floor. She finally became fed up with the delays and rolled onto her back struggling to get free. She clutched the cloth with her hind legs and pulled. With a loud _**RIP**_ , the cloth came free, leaving her to tumble towards the door, but she rolled with it, and came up in a running stumble into the library.

The pegasus immediately came under the glare of the librarian at the desk, a matronly pegasus, who glowered at her over her half-moon glasses. “Can I _help_ you?” Even though her voice was barely above a whisper, the venom and disdain in it was made plain.

“Yes!” Another, darker glare caused her to drop her voice from her normally commanding quality to something more suited to the environment. “Yes. Princess Luna sent me here to pick up the books for Twilight Sparkle. Are they ready to go?”

She stared at the yellow pegasus incredulously for a moment, then ducked under the counter and brought up a stack of books that made her stare in shock. The stack would nearly reach her shoulders if it were on the floor, and made a loud **_WHOOM_** when placed on the desk. “I suppose,” the elder mare asked, “that you _don't_ have the saddlebags necessary to carry these, do you?” Spitfire facehoofed, astounded at her lack of foresight.

Apparently, the librarian was less than impressed as well, but wanted the books delivered to her favorite patron, so with a dramatic sigh, turned to produce a set for her. While she was looking for the required equipment, Spitfire noticed a blue mist crawl up the desk and up the pile of books. She was about to say something when she saw the mist move on, leaving a small, thin, red book on top of the pile.

The librarian separated the stack in half, and packed away the books in the bags. Spitfire's jaw was getting tired of dropping so often in one day, but nevertheless did so again. _Those bags look only half full!_ She picked them up and was amazed again. _So light! These can't weigh more than a few pounds!_ It took her only a few minutes to put on the bags and settle her wings over them. “I better get going. She's going to want these right away.”

The elder mare arched an eyebrow but said nothing as she watched the younger pegasus back out of the library. As soon as she was out the door, she took wing and zoomed out of the palace like her tail was on fire and only going faster would put it out. She didn't stop moving until she was nearly halfway back to Ponyville. Between her anxiety and the mad sprint back there, she was totally knackered.

Spitfire sat in the shade of a tree, gulping down huge breaths, trying to get rid of a stitch in her side. She thought of that small, red book again and decided to see what that was all about. Going into the bag, she saw that this was indeed, a special royal courier's bag, larger inside than out. The book she was looking for almost seemed to float to the top of the pile and leap into her teeth. Examining the book, she saw that it appeared to be one of those diaries you buy in a bookstore. The kind with empty, lined pages and an imitation leather cover. She opened it to the front page and read the nameplate.

 

>   
>  _This book belongs to_
> 
> _Twilight Sparkle_

 

The name was written in a fancy, flowing script, and the I's were dotted with tiny, six-pointed stars. Inside the tiny stars, almost too small to make out, were miniscule hearts. Spitfire slammed the book closed and rested both forehooves on it. Her heart was suddenly racing so fast, it made her dash from the palace feel like a leisurely walk.

Not daring to believe her eyes, she opened the book again just enough to read the nameplate again. Confirming her first impression, she slammed the book closed again. _Okay, let's suss this out before I do something I may regret. One: what we have here is most definitely Twilight's book, and quite possibly her diary. Two: if it is her diary, she would most likely be upset at somepony reading its contents. Three: a mysterious mist “left” it in the pile that Princess Luna had sent me to... Luna._

Her ears turned down at the thought. Luna was renowned to have a dry, yet acerbic sense of humor. It's also been rumored that a blue mist has been seen at the sight of several pranks prior to their execution. However, none of those pranks could be called malicious. Nopony was hurt, nay, not even feelings. Oh sure, some embarrassment was to be had, but it was all good, clean fun.

Spitfire's ears went back up halfway and her eyes darted down to the book again. _Well, she'd never do anything to hurt somepony, especially one she claims as a friend._ Against her better judgment, she opened it again to the front page, that damning nameplate haunting her. _One little peek couldn't hurt, could it? It's not like anyone would know, right?_ She looked around her as if expecting somepony to jump out and yell “Aha!” When she saw that she remained decidedly alone, she looked down again. _Twilight Sparkle. Such a lovely name. And so fitting for her._

She licked her suddenly dry lips and started breathing heavy. Her chest expanded more noticeably than usual and she could hear an odd thudding in her ears. Swallowing hard, she turned the page and looked down at the first entry.

> _08/07/995_
> 
> _I saw her again, that sleek little Wonderbolt._

Gasping, she closed the cover over her hoof and averted her eyes as if she had seen something too holy for her. It took several moments before the pegasus could finally stop hyperventilating and catch her breath. Still, her heart felt like it was trying to come out of her chest through her ribcage. Like a moth drawn to a flame, she opened the book and read the entry again. No, she wasn't imagining it, the O's in Wonderbolt were replaced with little hearts.

> _08/07/995_
> 
> _I saw her again, that sleek little Wonderbolt. As usual, I was in the throne room, next to the Princess, when in she walked. Or would it be more proper to say strut? Walking doesn't usually involve that much hip wiggle. Why do I get these feelings whenever I see her? Maybe if I catalogued them, then cross-referenced them with a medical journal? Or would a psychological guide be more appropriate? Better do both just to be sure. Let's see. First of all, it feels like the bottom of my stomach drops out. Then my heart starts racing. I'm not sure, but I think my pupils dilate and my left rear hoof starts tapping the ground nervously. I'll look these symptoms up when Spike isn't around, but for now, let me finish writing this down._
> 
> _Anyway, she came in to discuss requisitioning some uniforms using a new material. She said it would decrease their drag coefficient, and increase performance. I had heard of this new material called “Teflon”, and through some independent research have found it would be far superior to anything short of the most expensive silks, and far easier to clean. I quietly got the Princess's attention, and whispered this into her ear, and to my delight, she took my advice!_
> 
> _Seeing the elated look on my Wonderbolt's face (I think I shall call her that in my head since I never learned her name, and am far too scared to ask anypony) was worth all the feelings she elicits in me whenever I see her. I believe I'll be having sweet dreams tonight. Oops! Got to go! Spike just walked in._

Spitfire remembered the day this happened. It was the fourth or fifth time she had volunteered to make this royal request, ostensibly for the good of the team, but in reality just to see Twilight. She couldn't honestly say if she did strut or not, but upon sighting her, there was definitely a spring in her step. Reading about Twilight's reaction and the fact that she referred to her as “her Wonderbolt” made the pegasus dizzy with excitement. Here she was writing down that she felt attracted to her and didn't even know it! She had even put flowers and little curlicues around “my Wonderbolt”! Spitfire had to know more.

> _08/29/995_
> 
> _Finally got a hold of all the medical and psychological books in the Royal Library, but not a single one was of help to me! I can't believe it! The trusty library has let me down! I fear my situation may be getting worse. I got those same feelings again, but this time with that new hire at my parent's store. Binder I think his name was. I have to admit, when he smiles at me, I get a melty feeling. It starts in my chest but quickly moves to my... ahem, nether region. He's about as old as my Wonderbolt and the same color coat, but is an earth pony._
> 
> _Maybe I'm just not attracted to unicorns? Nah, Maybe I'm just more open than some. In any case, my parents saw us talking (nothing special, just what sort of books he was stocking and what he likes to read) and Daddy came over giving him a look. Not sure what was meant by that, but he led me away and I never saw the earth pony again. I hope he'll be okay._
> 
> _Oh! I saw my Wonderbolt again on my way back to my apartment in the palace! She was flying overhead in formation, and I raced along the streets with her for a while barely looking at where I was going. I must have looked a foal when I ran into that melon cart and spilled that poor pony's produce everywhere. I felt bad, so he didn't have to yell like that. Made me pay for all the smashed fruit, too. Sigh. Looks like I'll have to wait another couple of months before I can afford that new telescope._

Spitfire smiled at younger Twilight's naivete. She was so adorable! However, learning that stallions were still competition was as distressing as learning that she found mares attractive exhilarating. Wanting to get to something juicy about herself, she scanned head until she found an entry with the “my Wonderbolt” line again, complete with floral and heart embellishments.

> _11/13/995_
> 
> _You are not going to believe the dream I had last night. Upon waking, I had cast a memory charm to retain it long enough to send Spike out on an errand and write it down. I'm going to write it as a short story, so here goes:_
> 
> _As I searched the shelves of books on pegasus culture history, I felt a bump from behind and I turned to see my Wonderbolt, holding a book in one hoof. I noticed right away that the title was the book I was looking for. “Um, hi,” I said._
> 
> _I felt her amber eyes piercing my heart as if all the flesh in the way was not even there. With a sultry look, she answered back, “Well, hello there, cutie.” She stood on her hind legs and with her free hoof, leaned against the shelf behind me, effectively trapping me. Our muzzles were just inches apart when she whispered, “Come here often?”I nervously laughed at her cheesy line. “Aheh. Yeah, almost everyday. You?” I'm sure I sounded smooth to myself at the time, but looking at it now in print, I realize how bad it was._
> 
> _She inched closer to my face whispering, “Well, I'll have to come by here more often then.” She titled her head a little to the side, our lips were now just a breath away._

For the past few lines, Spitfire had been rubbing her hind legs together and swishing her tail across her rump. Between the words on the page and the stimulation from the fine hair of her tail she could definitely feel the heat coming on. In an effort to get more comfortable, she lounged a little more onto her right side and resting a forehoof on the book to keep it open, slowly snaked her other down her belly, reaching between her legs. The first touch of her hoof brushing past her clit sent a jolt through her like an electric shock. She kept going, on to her flushed and damp lips. A tiny, low moan escaped her mouth as she began to rub gently and read on.

> _“Maybe you can help me with my... biology homework?” she breathed into my mouth. I nodded dumbly, and felt her lips crush into mine with a passion that I've always wanted to feel. I heard a thump as the book fell from her hoof, which now free, wrapped around my head._
> 
> _What she did next I had heard about from other fillies talking to each other, but never once considered doing my self: she pried open my lips with her tongue! I was so surprised that my jaw fell open, letting her tongue meet mine inside my mouth. I can't even properly describe the sensation as our rough muscles sparred, first in my mouth, then in hers. I knew I should be disgusted by the thought of our saliva mixing, but all it did was turn me on even more. I couldn't get enough of her spicy taste._
> 
> _She roughly pushed me against the bookshelf, knocking down several around us. I could feel her breasts rubbing against mine as she ground our hips together. The feeling was exquisite, but I needed more. I put my forehooves on her flanks, rubbing her cutie marks, causing her to gasp and break our kiss. She leaned back, pulling me to the ground on top of her. My leg made it's way between hers and we ground against each other that way, groaning all the way. Just when I couldn't stand the feeling anymore, I woke up. Problem is, I woke, writhing around in wet sheets. Now that I've written down the good parts of the dream, I need to go wash these before Spike comes back. Perhaps I'll even have time for a little “personal time” in the bathroom as well._

The entry ended there, but Spitfire didn't even notice. She had read up to Twilight being pulled down to the ground before losing focus in her eyes. The world swam around her as her hoof rubbed against her marehood, occasionally dipping in and spreading her wetness. Sweat beaded on her body, and her gravelly voice gave out uncharacteristically cute moans of pleasure.

She rolled onto her back, legs splayed and both hooves went to work. Her now free hoof massaged her breasts, flicking her nipple with the edge of her hoof. Her cries grew more urgent, her breath quicker, and her motions more furtive. She was fast approaching climax, and needed just one more push. Moving her hoof down from her breasts to her clit, she flicked the nubbin of flesh with one hoof while plunging the other as far as she could into herself.

Stars were all she could see as she came. Her voice went to an octave so high that it was lost to all hearing, and her back arched up from the now wet grass, her rump clearing at least a foot from the ground. When the fireworks stopped popping off and her back returned to the earth, she lay there in the grass, gasping for breath. As her gasping turned to mere panting, she brought her hoof to nose and sniffed it, then put it in her mouth, savoring the taste. _Mmm... I wonder if Twilight's will taste this good?_ That thought sent a minor shock wave of a miniature orgasm through her.

The pegasus looked up at the sky as if noticing it for the first time and noted the position of the sun. _Better get going. No telling what kind of lead I have on the Princesses._ She stood up and leaned over to pick up the book with her teeth and noticed that it had opened itself to what looked like the final entry. Unable to stop herself any longer, she read it.

> _07/17/1000_
> 
> _Well, it's a done deal now. In exchange for being able to stay with my friends in Ponyville, I'll be too far away from my Wonderbolt to do anything more than dream about her. I suppose it's for the best. I doubt it would have worked out anyway. She's an athlete, I'm a nerdy bookworm who only recently started to really get into any sort of “social interaction”. I can't think of any two worlds more different than that. Well, perhaps royalty and rock farmer, but that hardly applies in this case._
> 
> _As hard as it will be to give up on my Wonderbolt, the sooner I leave this schoolfilly crush behind, the less heartbreaking it will be. Maybe a life of enforced celibacy won't be so bad. Clergy do it, right? Oh, how I will miss you, pegasus of my dreams. Maybe someday in the far future, we'll meet again, and maybe then we can be friends. I'm sure that by then you'll be married to the pony of your dreams and have a dozen foals flying around. I just hope you'll let me be your friend._
> 
> _Sorry about the splotches, diary, but parting with this dream is much harder than I had thought. This will be the last entry for a while. I need to finish packing, but only after putting you back in your hiding place. I just hope I don't forget you in the move. Spike is driving me crazy trying to say that I won't need my entire collection since we'll be living in a library. Silly dragon. As if there's such a thing as too many books._

Indeed, the final entry was laced with inky splotches where tears had clearly fallen. At first, she was elated to have an “inside track” on Twilight, but then came the question of just how to use this information without hurting or breaking Twilight's trust. Spitfire didn't know whether to laugh or cry.

  
**Author's Note:**

Chapter seven has arrived, and boy did I have fun writing this one! I actually looked up how one addresses royalty, and found some interesting details. For instance, did you know that after your initial greeting, a Princess is addressed as Ma'am? Neat stuff. Luna was a hoot to write. The usual disclaimers here. I don't own any of the characters, places, or things in this story, only the arrangement of the words. All the rest belongs to Hasbro and Lauren Faust.


	8. A Royal Visit

**Chapter 8: A Royal Visit**

 

 

As she made her way back to Ponyville, Spitfire was beginning to have doubts about reading Twilight's diary. Granted, it had renewed her hope for a chance at the fey mare, but the enormity of her invasion of privacy left her feeling guilty. At heart, she was an honest pony, and under normal circumstances, would never have dreamed about doing something so presumptuous. _Have I let my desires get the better of me?_

She bit her lip as she considered the matter. She had been flying now for almost a half hour, and finally  had Ponyville in sight. Thanks to the special saddlebags, the load of books felt light as a feather, making the journey that much easier. She was so absorbed in her own thoughts, that it took several tries for the pegasus flying next to her to get her attention.

“MISS SPITFIRE!”

The Wonderbolt tumbled end over end several times before she was able to catch herself. She shook her head to clear it of the dizziness, and looked for the pony that had interrupted her thoughts. She wasn't hard to spot.

“Um, sorry about shouting at you, but I ah, had been calling your name for um, a while now,” Fluttershy trailed off. She was breathing hard, and her knees looked very wobbly as she settled onto a cloud.

“Fluttershy?” She looked around, noting that they were still miles from Ponyville. “What are you doing all the way out here, hon?”

The pegasus in question didn't answer right away, instead dug at the cloud with a forehoof nervously. “I-” she timorously began, “um, I was kinda hoping that you and mumble mumble mumble.”

Spitfire settled onto the cloud next to her and tilted her head towards her. “I'm sorry, I didn't quite catch that. What did you say?”

The timid mare felt like just getting her attention had used up all her courage, so when she answered, her volume went even lower. “I was hoping mumble mumble mumble mumble mumble.”

The Wonderbolt pulled her head back and arched an eyebrow. “What? Sweetie, you're gonna have to speak up if you expect me to hear you.”

This seemed to have the opposite of the intended effect, causing her to duck down and squeak out an unintelligible response.

“Look Sweetie, I really don't have time to waste. I need to get back to Twilight before the Princesses do. They're coming for a visit, and I need to be there if they're going to take me seriously.” She took to her wings, but was stopped from leaving by a very surprising shout from the yellow mare.

“Wait!” Fluttershy looked like she was about to cry, but soldiered on. “Would you and Twilight like to come help me relocate a sphinx cub in the Everfree Forest tomorrow?” she practically shouted.

Spitfire was so taken by surprise that she almost forgot to keep flapping to stay aloft. “S- sphinx cub! Where in Equestria did you get a hold of a sphinx cub?” She felt like she was back with the Princesses with the way her mouth was left hanging open again.

The pink-maned pegasus looked awkward and shuffled her hoof again. “Um, she sort of got separated from her mother when she was relocating her lair. I would really like it if Twilight was there to keep her occupied. She's constantly asking me questions that I don't know the answers to, which makes her the teeniest, tiniest bit upset. Plus, the Everfree Forest isn't the sort of place a pony should wander around alone.”

Settling back down on the cloud, Spitfire considered for a moment. _Well if we could somehow ditch those other two pests, it would make for a possibly enjoyable day. However..._ “Uh, Fluttershy? Does it have to be tomorrow?”

Taken aback, Fluttershy asked, “Why is that? That is, if you don't mind my asking.”

“Well, it's just that Twilight has a class tomorrow afternoon, and we may not be able to finish that before she needs to be there,” she answered. “How long do you think it would take to deliver this cub?”

Fluttershy looked dejected for a moment. “Well, I suppose with Twilight's help, we could have it done before lunch, but we'd have to start extra, extra early.”

Spitfire considered this for a moment. “Well, if Twilight says yes, then I don't see why not. You'd have to ask her for her help though. I can't speak for her.”

Elated, Fluttershy looked her in the eyes for the first time. “Let's go ask her now!” Then without waiting for a reply, she flew down to Ponyville with surprising speed, leaving the other mare to catch up.

As they came in for a landing in front of the library, they noticed a pair of white unicorns guarding the front door, and Spitfire mentally berated herself for forgetting that the Princesses can teleport. The mares landed in the street and walked up to them, a worried Spitfire leading the suddenly reluctant Fluttershy. As they approached, the guards saluted them. “Good afternoon, Captain Spitfire. You're expected inside.” He nodded again to the yellow mare behind her. “Miss Fluttershy.”

Spitfire nodded in return. “Sergeant.” The guard's horn glowed, opening the door for them. The Wonderbolt walked in without breaking stride, a very nervous Fluttershy in tow. The first thing they noticed was the exceptionally large, white alicorn standing in the middle of the room, talking to Twilight and Trixie.

Celestia turned towards the newcomers with a mischievous smile. “Ah, Captain Spitfire! So glad you could make it. Trixie was just regaling us with her exploits after she left Ponyville.” Trixie for her part, looked extremely nervous, even trembling in the monarch's presence. “Perhaps you'd like to entertain Twilight with tales of your own tales of daring do? While I myself may have heard them, I do believe that she would be a fresh audience.”

Before anything further could be said, the door opened again and Luna walked in, leading a bewildered Cheerilee. “Sister! Behold whom we hath found on our way back from a fruitless trip to friend Fluttershy's home. Yon young mare is claiming temporary residence with thine favored pupil, as well.” She finally spotted the aforementioned pegasus, and a broad smile appeared on her face. “Fluttershy, my dear, _dear_ friend!” She galloped up and gathered her up in a crushing hug.

Fluttershy lost herself in the embrace, returning it with equal emotion if not vigor. A forgotten Cheerilee walked over to Celestia and bowed. “Your Royal Highness. It's a pleasure to see you again.”

“So you're Cheerilee. Twilight's told us so much about you as well.” Celestia tilted her head as if struck by a sudden thought. “I thought you lived here in Ponyville. May I ask why you are staying with Twilight?”

Cheerilee had the grace to look chagrined. “I presume that Twilight had informed you of the working sleepover she had hosted the other day, Ma'am?” A nod from the alicorn confirmed her suspicions. “Well we had such a delightful time, and after that, rattling around alone in my home seemed like such a bleak prospect, that I asked her if we could extend the sleepover a bit longer.”

Celestia nodded in sympathy. “I can certainly understand how large a home can be after spending so much time with good and lively company.” She arched an eyebrow at her as she asked, “I presume that Twilight has the same offer once she no longer has guests to look after?”

The mulberry mare nodded vigorously. “Oh, yes! Twilight has a standing offer to stay over whenever she likes!”

“I do?” the mare in question asked.

Cheerilee looked hurt. “Don't you remember? A few months ago, you helped me grade all those end of the year tests? We got to drinking a bit too much, and you were too wobbly to make it back home, so I let you stay, and I told you that you're always welcome at my home?”

Twilight blushed and shook her head. “To be perfectly honest Cheerilee, I had so much wine that night, I've forgotten much of it after the third glass. But now that I know that, I'd be happy to stay over at your place once things here calm down,” she said happily.

Trixie looked upset at this news and was about to say something, but Celestia beat her to it. “Getting my student drunk on wine? I hope you're not looking to take advantage of her?” she said with a gentle smile.

Twilight looked confused, but Cheerilee was aghast. “I-I-I-I'd never! I respect Twilight far too much for that!” Inwardly, she was panicking. _Does the Princess know what had happened that night? True, I got her drunk on purpose, but I really didn't do anything!_ She thought back to that night again as she had so many times before.

 

* * *

 

Cheerilee brought in the mare on her back, bumping the unicorn's poor head on the door frame because of her wobble. With a minimum of back-steps, she came up even with the bed. “Gud th'ng I turned down th' covers a'ready. Nut shure I cud do it like this.” She giggled at what she said. “Do it. Hee hee hee. I wish!”

The teacher heaved her back, tilting it towards the bed, dumping her precious cargo mostly onto it. She then took a moment to steady herself and wait for the world to stop spinning quite so much. That accomplished, she rolled her friend onto her back, leaving one foreleg crossed over her chest.

Cheerilee looked down onto the lightly snoring mare, a line of drool already forming at the corner of her mouth. She took in her subtle, yet feminine curves. Twilight would never be runway material, but there was no denying that there was a certain attractiveness about her. An artless, innocent air she exuded that the teacher just found adorable.

Unknown to the mulberry mare, tears came unbidden to her eyes. “Dammit, Twi. Why d'you have to be so unb'liev'bly bootiful?” Sitting down beside the bed, she put her forelegs up on the edge and rested her head on her hooves. Her green eyes drank in the sight before her. Sighing, she brushed an errant hair from Twilight's mane out of her face. “Yur just so 'mazin'. I knew y'were somethin' speshal when I firs' saw you, but when you saved us from the Ursa single-hoofedly, I... I guess thas when I knew that yur the one fur me.”

Cheerilee took Twilight's hoof in her own, caressing it. “I nevah tol' you this, but when it attacked, the Ursa that is, anyways, when it attacked, I thought fur shur we'd be kilt. Nuhpony in town cud stand up t'it. An' then here you come, wavin' yur magic aroun' an' sent it 'way, just as easy-peasy as you please-y. Th' other things with Nigh'mare Moon n' Discord, n' that thing at yur brother's weddin' were scary an' all, bu' the Ursa was jus' more... I dunno. Pers'nal? Nevah thanked you fur any a'tha', either.” She stood up again on unsteady hooves, looking down at the sleeping mare.

The drunk teacher bent over her, lips zeroing in to steal a kiss. The closer she got, the faster her heart beat. Perspiration beaded on her face, and the blush on her face was less the result of alcohol, than it was the thought of all the things she wanted to do with the object of her affections. Their lips were less than an inch apart, Cheerilee's trembling with anticipation. “Cheer'lee mumble s'ch gud fren'...”

Cheerilee froze as the words suddenly assailed her with guilt. Tears renewed their flow, but this time not just from frustration, but also shame. Swallowing her pain, she kissed the lavender mare's hoof. “G'night my love,” she said and turned around, heading for the couch which would serve as her bed tonight.

 

* * *

 

A clap of hooves in front of her face, brought Cheerilee out of her reverie. She gave her head a shake, and focused on the Princess in front of her. “I'm sorry, what was that, Ma'am?”

“Are you alright? You kind of blanked out on us for a moment there.” The genuine concern for the mare was evident in Celestia's voice.

Cheerilee blushed at her solicitude. “Oh! My sincerest apologies, Ma'am. I tend to zone out now and again when I have something on my mind. I have ever since I was a filly. It's nothing to worry about,” she reassured Celestia.

Twilight walked up and put a hoof on her shoulder. “Are you certain, Cheerilee? I'm not as good as the Princess here, but I could cast a diagnostic spell on you, just to make sure.”

The mulberry mare smiled at her. “I'm sure, Twilight. It's just a personality quirk, that's all.”

The librarian looked a little disappointed at this. “Oh. Okay, if you're sure.”

With an amused sigh, she said, “Alright, if it means that much to you, you can cast it on me later.”

A twinkle returned to Twilight's eyes and she nodded. Celestia and Cheerilee laughed while Trixie looked like she was ready to explode.

 

* * *

 

Spitfire stood next to a beaming Fluttershy, looking a little shell-shocked. “So... you two are... friends as well?” she asked in bewilderment.

“Verily, we hath called dear Fluttershy friend ever since last Nightmare Night,” Luna replied. “She helped us to see that our Royal Canterlot Voice was conducive to naught, save frightening ponies.”

“So we have you to thank for saving everyponies' ears in court?” Spitfire grinned at the timid pegasus.

Luna draped a hoof over Fluttershy's withers. “Sooth! Were it not for Twilight's introduction, and our dear Fluttershy's advice, methinks that all of Canterlot wouldst be deaf erelong.” Fluttershy just blushed and hid herself behind a curtain of mane.

Looking over at Twilight, Spitfire pointedly asked, “Speaking of Twilight, didn't you have a question for her, Fluttershy?”

Fluttershy perked up. “Oh! I almost forgot.” She looked up at Luna beseechingly. “Please excuse me, Luna. This won't take a moment. That is, if it's alright with you?”

“In thine own time, Fluttershy,” Luna replied, and watched her trot off to her friend. She then turned to the Wonderbolt standing next to her. “So, didst thou find any good reading in the Royal Library?”

Spitfire's smile was replaced by a look of guilty confusion. “I did, but I'm having second thoughts on whether or not I _should_ have read it. The things written within it were... extremely personal.” She looked up at the Moon Princess in askance. “May I ask why you gave me this along with the idea to read it?”

Luna sighed, looking downcast. “Alack, it bore the countenance of a goodly prank, whilst simultaneously aiding Twilight's romantic prospects. 'Twas never our intention to cause anypony strife.” She closed her eyes in remorse and looked away. “Soothly, we art a most ruthful creature, and beg thine forgiveness. We wouldst even tell Twilight that we are solely at fault and none of the blame should land on thy shoulders.”

A hoof on hers brought Luna's attention to Spitfire's face. “Thank you, Your Highness, but that won't be necessary. I'll tell Twilight about it myself. There's no need to ruin _two_ friendships out of this.” She heaved a deep sigh. “Besides, I was the one who willingly read it. It's not like you twisted my hoof to do it.”

“Thou art a goodly friend of the first order, Captain. Thou hast our thanks.” She smiled tremulously at the smaller pegasus. “Mayhap Twilight wouldst be so generous with her largess as to forgive twain foals?”

“We can hope, Ma'am.”

 

* * *

 

“So what are your plans for tonight, Princess?” Twilight looked up at the white alicorn. Excitement danced in her eyes as she thought of the pre-school errand she would be discharging with Fluttershy tomorrow.

Celestia smiled down at her faithful student. “We had hoped to stay here tonight and leave tomorrow afternoon, but it appears as if your home is already packed to the rafters.”

Twilight's smile turned into a grin. “Nonsense, Princess! Spike has already moved into his new room, and my room has a nice spread on the lower level. Plenty of room for everypony there. Especially since we're all mares.”

The Princess was taken aback at the news. “I would be delighted to stay here tonight, but what's this about Spike having his own room?”

“Just finished moving into it this morning!” she beamed. “I was using that storage room for books I took out of rotation and to store the parts for Trixie's wagon, but with all that moved out, he finally has the personal space he's been bugging me about for years now.”

“That's quite a big step for him. Is that where he is now?” Celestia asked.

Twilight shook her head with a wry grin. “Actually, he's out picking up some bedding that Rarity put together for him. He should be back soon.”

As if on cue, a mound of blankets, sheets, pillows, and a pegasus down duvet waddled in, presumably with a dragon somewhere underneath. “Hey, Twilight! What's going on? Why are there guards on the front door?” Spike's head popped out of the side of the pile. “Oh! Hello Princess.” He spotted the other alicorn, and added, “Princesses.”

“Congratulations, Spike. We just heard the good news.” Celestia came up and levitated the bedding out of his claws. “Let me give you a hoof with that. I'm also curious to see your new room myself.”

Predictably excited to show off his newest possession, Spike quickly led her upstairs. “Right this way, Princess! Wait'll you see it! Twilight's the best ever. Even gave me a new bed and everything!”

As the two of them went upstairs, Luna came over to her hostess. “If it is agreeable with you Twilight, we wouldst like to spend the night at dear Fluttershy's home. As cozy as t'would be to sleep here with everypony else, we fear it wouldst certs be too crowded with _two_ alicorns.”

Twilight nuzzled up to the dusky alicorn. “No worries, Luna. Besides, I'll see you tomorrow, right?”

Luna smiled at her friend. “Verily.”

 

* * *

 

Celestia smiled down at the lavender mare who snuggled up under her wing as if she were a filly once again. _It's been far too long since the last time we enjoyed this much closeness._ Memories of past nights, not too long ago by her reckoning, played through her mind as the unicorn relaxing next to her let out a contented sigh.

So happy were they, that they weren't even disturbed by the entrance of the other ponies. Cheerilee quick-stepped over and took the spot on the pallet next to Twilight, much to the annoyance of a certain unicorn and pegasus. With a flap of her wings, Spitfire landed behind Twilight and Celestia, and settled her head onto the purple mare's plush rump, surprised at how comfy the position was. Trixie, clearly stymied, settled for laying her head on Twilight's forelegs and bringing her body around so that the rest of it reclined against Celestia.

The Princess herself couldn't hold back an amused grin at the antics of the three mares vying for her student's attention, who seemed to be incognizant of the competition entirely. Softly, she began humming the simple little song that was so special to her and Twilight. She wrapped her tail around the pegasus behind her as well as the mulberry mare across from her, then brought her head down, resting it on the floor, wrapping Trixie up in her neck and mane. To complete the warm cover against the unseasonable chill in the air, Celestia unfolded her wing, ensconcing all four of them in a rose-scented, downy blanket of warmth. Her humming created a reciprocating rumbling purr from all four, lulling them all to sleep.

 

* * *

 

Twilight awakened to movement next to her. She opened her eyes and raised her head from the pillow that Trixie had made of herself, bumping into Celestia's great wing overhead. The librarian blearily looked around, noticing Celestia's own raised head, her horn aglow with a golden aura. “Momma?”

A pink hue stained Celestia's cheeks as she looked down at her confused student. “It's okay, Twilight,” she whispered. “I'm just raising the sun for the morning.”

Proper identities seemed to register to the purple mare at last, and she realized the _faux pas_ she had just uttered. “Princess! I'm so sorry. I didn't- I mean I couldn't...”

Celestia nuzzled the panicky unicorn, calming her immediately. “Shhh... It's alright Twilight. It was just a mistake. A very sweet one, but just a mistake. We all make them.”

Cheerilee raised her head from where it rested on Twilight's withers, leaving a small puddle of drool that stained her coat. “Huh? Wha? Time to eat the doughnuts?”

The white alicorn gave a soft chuckle, joined by Twilight. “May as well get up, Miss Cheerilee. Your students await,” Celestia said.

As if in a dream, the teacher stumbled off to get ready for the day. Just inches from hitting the wall for the third day straight, she blindly veered off towards the door. Twilight looked out the window at the lightening sky and sighed. “I suppose the rest of us should get up as well. Fluttershy will be expecting us.”

Celestia chewed on this thought for a moment as Twilight looked up at her in confusion. “Twilight, would you mind if Trixie and I stayed behind? There's something I'd like to discuss with her, alone.”

Twilight nodded. “Alright, Princess. I'll see you at the school then?” At the alicorn's nod, she turned to the sleeping pegasus and wriggled her rump. “Spitfire,” she hissed. “Wake up. Time to get to Fluttershy's place.”

Spitfire, still deep asleep, snuggled into the unicorn rear end, and began licking it against the lay of the fur. Twilight tried to hold in her giggles, but was having a poor time of it. “Hee hee, Spitfire! Stop that! That hee hee tickles!” The yellow pegasus did indeed stop licking, but only so she could nibble on the round flanks. “Spitfire!” Twilight hissed loudly and flicked her tail at the mare's face, waking her instantly.

“What's going on?” Spitfire startled awake, looking around for her assailant. She looked over at a slightly annoyed and thoroughly embarrassed Twilight, the fur on her flank sticking up in all directions. Then she noticed Celestia hiding her mouth behind her wingtip, her chest heaving with stifled laughter.

Twilight sighed as she magically lifted Trixie's head and with practiced ease, wriggled out from under her. “Come on, Licky McNibblelot,” she whispered. “I think you've embarrassed me in front of the Princess enough for one morning.” The unicorn stood and stretched her cramped legs. “We'll leave you both some breakfast on the stove, Princess.”

Celestia just nodded and made shooing motions with her wing, ushering them out. As she laid her head down over the unicorn below her again, she distinctly heard a gravelly voice say, “What happened to your flank, Twilight?”

 

* * *

 

Fluttershy perked her ears as she stood on the frost covered grass. Yes, she definitely heard a pair of voices approaching her house and felt her heart skip a beat. At last, she would see her plan put into action!

Two ponies crested the hill, instantly recognizable to her. Twilight and Spitfire were trotting down the road amiably, both wearing scarves to ward off the chilly morning fall air. “I swear to you Twilight, I was dreaming about eating a hot cross bun! I had no idea I was doing... that!”

“Well, this is one bun you can cross off your hot list,” Twilight replied with mock gravity.

“Um, what's this about buns? Did you want something for breakfast before we start? Fluttershy asked timidly as they approached.

“It's alright Fluttershy. We ate before coming here,” Twilight answered. She began to look around curiously. “So where is the little tyke? I've never seen a sphinx before, cub or adult.”

Fluttershy looked back towards her house. “Oh, um, she's inside with Luna where it's warm. Don't want her catching a cold, do we?”

Twilight nodded sagely. “I suppose not. What's her name, anyway?”

The shy pegasus led them to her home. “She goes by the name Nyx. You'll see why in a moment.” She looked back at Twilight. “I hope you're ready for lots of questions. I think 'why' must be her favorite word.”

Twilight laughed lightly. “Well, I guess we're about to find out if I have what it takes to teach a student like me. The Princess used to say I was just like that when I was a filly.”

Spitfire smiled broadly, imagining a tiny version of the erudite mare, annoying the Princess with a stream of questions. The trio reached the front door, and Fluttershy let them in. Sitting on Fluttershy's couch, was Luna, looking rather tired.

On the floor in front of her, was Nyx, the tawny-coated cub batting around a ball of pink yarn. The cub was a little larger than Rarity's cat, Opal, but there was no mistaking the human head, nor the jet black falcon-like wings. Both looked up at the ponies' entrance, and Nyx came running up to them. She put her forepaws up on Fluttershy's leg and rubbed her cheek against  her. The two newcomers noticed that she was wearing a sort of loose fitting button up shirt that left her wings free to move.

Fluttershy nuzzled the cub back, and introduced her to her friends. “Nyx, this is Spitfire and-”

“Magic!” The sphinx ran over to the unicorn and walked around in circles as if inspecting her. She stopped when she came in front of Twilight again and sat down. “You're the Element of Magic!” she beamed.

Twilight looked to Fluttershy who looked confused, and then to Luna who looked amused. “Well, I _bear_ the Element of Magic, but-”

Nyx shook her head sadly. “No, no, no. _You're_ the Element of Magic! I read all about you in my mommy's library, and mommy's library is _always_ right.” She looked over at Fluttershy. “I thought you said she was smart?”

Luna's laughter cut through the stunned silence. “Verily, there is a vast difference between unintelligent and uninformed, Nyx.”

Nyx's eyes went wide and she clapped a paw over her mouth like she had just said something incredibly rude. She looked up at Twilight again. “I'm sorry! I didn't mean to tell you something you're supposed to find out on your own! Mommy says that it's very rude to do that. Please don't tell her! I'll be good, promise!”

Confused, Twilight smiled and patted her on the shoulder. “I promise. She doesn't have to know you gave me a hint or anything.”

The little cub breathed a sigh of relief. “Thank you, Magic.” She brightened at a sudden thought. “I know! How about I tell you a riddle in return?”

Twilight grinned at her. “I have to warn you, I'm pretty good at riddles.”

Nyx grinned back, then suddenly all indications of mirth disappeared, her eyes glowed white, her black hair moved about in an unseen breeze, and her tiny voice took on an eerie reverberated quality. “You awake in a room. There are no doors or windows and magic is not functioning. The walls, floor, and ceiling cannot be broken through force. The only objects in the room with you are a table and a mirror. How do you escape?” Nyx returned to normal and grinned up at her again.

Twilight furrowed her brow in thought. “Oooo... a toughie, huh? This is going to require some thought, isn't it?”

Luna smiled and rose from the couch. “Mayhap thou shouldst ruminate as thou walk. As for us, we're passing exhausted from last night, so we'll bid you good day.” She walked upstairs, leaving the three ponies and sphinx to their game.

  
**Author's Note:**

Another chapter, in the can. I hope this “evens out” the competition for some of you claiming that one or another has “gotten too far ahead to be beatable”, or that one has a greater claim to Twilight than another. Again, I just love writing for Luna. It requires more effort to make her speech archaic, it it just so much fun! ^_^ Oh, and for those of you wondering, Nyx is not the character from Past Sins. She's actually a D'n'D character I've played in the past and plan to do so again soon. Sorry this one took so long to get out, my muse was trying to tempt me into writing another story. As for the riddle, I will neither confirm nor deny any answers in the comments. You'll just have to wait until the next chapter comes out. I'm ebil that way. X3


	9. Showdown in the Forest

**Chapter 9: Showdown in the Forest**

 

 

Trixie slowly awoke from the most beautiful dream about her and Twilight taking a walk in a rose garden on a warm summer day. The odd thing that struck her upon regaining consciousness, was that she felt the same warmth, and smelled the same roses, all making her think that she was still asleep. The stagemare opened her eyes, looking for the lavender unicorn, but could only see a wall of alabaster fur. Glancing up, she found herself staring into Celestia's face, who was regarding her with a serious expression.

“I think we need to have a talk about you and Twilight.”

The Princess's words formed a drop of liquid helium in Trixie's chest. “Wuh- whatever do you mean, your Highness?”

Celestia's demeanor did not change. “Let us drop the formalities for now, shall we Trixie? I have heard of you, not just from Twilight, and I have to say that your reputation concerns me.” The blue unicorn gave an audible gulp. “You are self-centered, narcissistic, and that's not even counting that mess you helped to create with the Ursa.”

“That's hardly fair! Trixie did not bring the Ursa here, nor did she ask or tell anypony to do so!” she retorted hotly.

If anything, Celestia's mien became even more stern at the interruption. “You cannot deny that you had a hoof in it being here. Were it not for you, those two colts would likely never have thought of luring it to the town for you to defeat.” Trixie shrank back at her logic. “However that is, as they say, water under the bridge. I am willing to ignore that, as well as all the similar situations in which you left other towns. For Twilight's sake.”

Trixie's sigh of relief was short lived. “However, this is predicated on several conditions. The first being that you never cause that sort of mischief again. I doubt I have to worry about much when you're here with my student, but this condition remains in effect should you leave her presence,” the Princess added.

Trixie sadly nodded. “Trixie knows that... that trouble dogs her steps. It is not something she can easily help. Trixie will try to prevent further... incidents, but sometimes things go beyond her control.”

Celestia nodded in acceptance. “Agreed. Now the second condition is that you explain to me your intentions towards Twilight, and how serious you are about her.”

 

* * *

 

“Look in the mirror, see what I saw. Take the saw, and cut the table in half. Put the halves together. Two halves make a whole. Climb out the hole.” Twilight grinned in triumph at the tiny sphinx cub. They had been walking in the forest for several minutes now, Twilight's head bent in deep thought, Nyx trotting alongside her.

Nyx smiled up at her. “Correct! Now you tell me some secret about magic, and I'll give you another riddle. Sound fair, Magic?”

Twilight smirked down at the cub. “I keep telling you, my name is Twilight, not Magic.”

“Sorry, Ma- er, Twilight. It's kinda hard to remember that, you being what you are.” Nyx apologized.

The librarian bent down to nuzzle the sphinx's furless cheek. “It's alright. Just remember that Twilight is my name. It would be like if I went around calling you Riddle. Wouldn't like that, huh?”

“No, I guess not,” she replied.

“So, I believe it was a secret for a riddle, right?” Twilight asked, getting a nod in return. “That riddle better be a doozy for a secret about magic. Let's see...” she trailed off in thought for a moment. “Ah! How about this: Unicorns and alicorns aren't the only creatures that can use magic in Equestria. Every intelligent creature has some sort of magic whether or not they can consciously control it.”

“Even earth ponies?” Nyx asked, wide-eyed.

“Even earth ponies,” Twilight answered. “Their magic is innate, meaning they have no real conscious control over it. For most of them, it focuses inward, making them tougher, or stronger, or more agile, or even in some cases, more creative. Sometimes, it will do more than one of those things.” She stopped and put a hoof to her chin in thought. “Of course, there are exceptions to the norm. For instance, my friend Applejack has a strong connection to the earth, making her talent for farming truly extraordinary. And Pinkie-Pie... well, the jury is still out on her. She does use her innate magic, but it's so... unusual, that it almost defies description.”

How do you mean?” the sphinx asked.

Twilight opened her mouth to answer, but stopped herself. “Ah, ah, aaahhh.” she wagged a hoof in front of Nyx. “One secret, one riddle. That's the deal. My thoughts on Pinkie are something else entirely.”

Nyx looked down in disappointment,but couldn't hold it in. She looked up at her with a sly grin. “Can't blame me for trying, right?” She was met with silence, and so thought for a moment, before entering her “riddle-trance” as she called it.

_“I've never seen your face,_

_yet I kiss it everyday._

_You can see me all around you,_

_and in the treetops where I play.”_

Twilight started walking again as she pondered the riddle. “It can be one of several things, but I'm going to go with wind.”

Nyx looked at her in wide-eyed admiration. “Wow, you _are_ good! I'm going to have to step up my game if I'm going to stump you.”

The lavender unicorn just smiled down at her. Spitfire and Fluttershy who had been following them for a while now shook their heads in amazement. “They're really two of a kind, aren't they?” the Wonderbolt said.

Fluttershy, who had been glancing around nervously ever since they entered the forest, absently nodded her agreement.

“Okay, magic secret, let's see...” Twilight's metronome-like tail kept drawing Spitfire's eyes. “Got one! When crafting magical items, it's more efficient to use something that is hoofmade, and is as extravagant as possible. The reason for this is-”

Spitfire tuned out the rest of the conversation, and lost herself in a daydream concerning what she'd like to do to that lovely rear end swaying in front of her. _Does she know that her gait becomes more sultry when she talks about magic? I mean, look at that! She practically begging me to jump her and take her to the heights of heaven._ She inhaled deeply, catching a somewhat familiar scent; one that reminded her of the library, which in turn opened her floodgates of arousal.

The timid pegasus next to her glanced at her companion, noticing the goofy grin on her face, and just where she was looking. Inwardly, she was dancing with glee, but brought herself under control. _We should be nearing the spot. Yes, I think-_

Further thought was halted when the bushes ahead exploded in a shower of leaves. From this flurry of motion, a tall, ursine figure plodded forward, giving out a terrifying shriek that sounded like a cross between the guttural growl of a bear, and the nails on a chalkboard-like screech of an bird, ten-times too large. The creature's red rimmed, maddened eyes rolled independently of each other in its owlish head, and the feathers that covered much of its body made plain what the group was facing.

“OWLBEAR!” Twilight's shout pulled everypony from their shock, and she saw Fluttershy and Nyx dash off into the bushes, running for their lives.

Spitfire however, grabbed the unicorn under her forelegs, and flew backwards into a tree and set her down on a branch thirty hooves from the ground. “Stay here and peg it with your magic. I'll distract it so it doesn't go after the others.”

Twilight nodded and she flew off. The yellow pegasus buzzed around the large creature, immediately gaining its attention. It tried swatting at her, but the mare was just too fast for it to land any blows. Both the pegasus and the owlbear were caught by surprise when a sheet of flame erupted from the ground, separating them, and cutting off the avenue of escape that would lead towards Fluttershy and Nyx.

Unfortunately, the owlbear had been swinging a trunk-like arm when the flames went up, distracting the yellow mare long enough to get nicked by it. But even a nick by an owlbear is no laughing matter, and it sent her crashing to the ground. The wild creature, faced with flames, made a quick retreat further into the forest, screeching the whole way.

Seeing that the owlbear was indeed gone, Twilight dismissed the illusion, and jumped down to the ground, using magic to cushion her fall. She ran up to her friend shouting, “Spitfire!” She reached her side, examining her with a critical eye.

Spitfire looked up at her. “Just a scratch, hon. I've had worse.” She hissed in pain however, and looked over at her shoulder, seeing an ugly bruise forming over much of it. The three-inch long scratches were mere decoration in comparison, and only bled a little.

“Don't you give me that 'tis but a scratch' nonsense, missy! I've studied pegasus anatomy enough to know that you can't walk or fly like that.” Twilight's tone surprised Spitfire, causing her head to rear back, setting off a whole series of painful twitches in her shoulder. “Now just rest there while I try to heal it a little.”

Twilight's horn glowed in the familiar plum aura, with a similar glow surrounding the wound. Beads of sweat formed on her face, and a vein bulged dangerously on her temple as the auras grew. Almost immediately, Spitfire felt the pain lessen, and the angry purple spot shrunk to about half it's original size. The glows disappeared, and Twilight dropped to the ground with a gasp.

Spitfire made a move towards her, but was waved off. “S'fine. Just... exhausted,” she panted out. She sounded like she had just sprinted a mile as she gulped down a few more deep breaths. “Not used to healing magic. Not really my forte.”

A few moments were enough for her to catch her breath. She looked over and asked, “How does it feel?”

Spitfire flexed her wing and foreleg. There was a noticeable twinge and stiffness, but she found that she could walk at least. “I should be okay to walk. Flying's going to have to wait for more extensive healing.”

Twilight nodded. “Good. We need to get going and find-” All speech was stopped when she tried to rise, but her wobbly legs proved to be too unsteady. She collapsed again with an audible “oof” “Maybe after a bit of rest, first,” she qualified.

Nodding, Spitfire made herself more comfortable on the grass. She pawed at the ground before coming to a decision. “T- Twilight? T- there's something... I need to tell you.”

The nervous quaver in her voice worried the unicorn. “What is it, Spitfire?”

“I... you see...” She growled at her own frustration. “You remember those books I brought to you from the Canterlot library?”

Twilight shot her a confused look. “What about them? Do they need them back sooner than usual?”

A sigh of reluctance escaped from the pegasus. “No, it's just... on the way back, I stopped for a rest, and looked through them out of curiosity.” She got a nod of understanding from her audience. “One of those books... was your... itwasyourprivatejournalandIreaditI'msorry!”

It took the librarian a moment to process what was said, and when it was, she grew very still. “Small book? Worn, red leatherette cover?” she asked in a small, nervous voice. A nod from the pegasus drained some of the color from her face. “I see,” she said after a moment.

As the silence stretched on, Spitfire twiddled her hooves, and sneaked glances at the very quiet mare. It appeared she was trying to say something but nothing was coming out. It took a few tries to get anything other than a dry croak past her lips. “How... how much did you read?”

Spitfire didn't like the way Twilight was deliberately looking away from her. “Um. F- four entries.”

Twilight's lips kept twitching, trying to form the next words, so it was only after several tries did she manage her next question. “W-w-w-which four?”

Spitfire felt as if her chest were about to cave in from her anxiety. “The... the first two...” A wince and a nod from Twilight. “The last entry.” Another wince, this time not as big, followed by another nod to continue. “And... um...” Twilight was really sweating, making Spitfire nervous to continue. _Should I lie to her? No, she'll know if I do. She wrote those entries after all. Okay, time to fess up and face the music._ She gulped as she said, “One was a... a dream you had about... me” The last word was almost inaudibly delivered.

What little of Twilight's face that Spitfire could see was so pale, it could be mistaken for an ashen gray. They sat there, not saying a word, the only sound being the occasional buzz of an insect or the chirping warble of a wild bird. Unable to face her anymore, the Wonderbolt watched a ladybug as it crawled across a flower, hunting down aphids with the kind of abandon that you can only find in a creature getting in its last hurrah before winter sets in.

“Why?”

The sudden question shattered the peaceful quiet of the forest. She could hear the pain of betrayal in her voice, and it cut right to the bone. “I...” Spitfire began. “I'm so sorry Twilight. I never wanted to hurt you-”

“Why?”

This time, the hushed question was accompanied by tears as they traced their way down Twilight's cheeks. Spitfire's voice cracked as she fought to explain herself. “I swear to you, Twilight, I just-

“ ** _WHY?_** ”

The unicorn's magically amplified voice carried far into the forest like thunder, scattering the birds who had only just resettled into the nearby branches. The clamorous yell hurt her ears, but Spitfire's heart was rent asunder by the pain in Twilight's face when she finally turned to her. Unable to hold back her own tears, she laid her head down in the grass and covered her face with her hooves. “Because I'm an idiot!” she cried out. “Because I don't deserve a friend as wonderful as you! I'm a scummy, worthless pony that isn't fit to kiss the ground you walk on!” Her scratchy voice gave out, leaving it inadequate to do anything but wail in misery.

She was shocked when she felt a hoof being gently laid on her withers, instead of being viciously pounded into her skull. She uncovered one eye enough to see the purple mare looming over her. Grief was still tattooed on her face, but instead of the anger that had every right to be in her eyes, was sadness.

“I forgive you.”

Three little words were enough to reduce this mare, this powerful, admired, influential, desired, talented, physically-fit mare into a puddle of sorrow. Just three words. Not even the three she most wanted to hear from her most desired mare, her Goddess, but they were the three she _needed_ to hear most.

The two of them fell into an embrace, each supporting the other as they cried. It was several long minutes before either of them had enough control to say anything. Wiping her runny nose on her foreleg, Spitfire ventured a timid question. “So... are we still...”

Twilight rubbed her red eyes with the backs of her hooves, nodding. “Yes, we're still friends.” She paused for a thought before adding, “Though I suppose this changes things a bit.”

“I'll say,” the pegasus returned.

“What say we forget the book ever existed?”

Spitfire was brought up short by this. “But...”

Twilight shook her head, but kept her hooves conspicuously to herself. “I don't want this to ruin our friendship. And let's face it, nothing changes a friendship faster than throwing romance into the mix. I saw it happen with Applejack and Rarity.” She shuddered involuntarily. “For a while there, they stopped speaking to each other after a particularly nasty fight. Something about crops, I think. Never did get the whole story. Besides...”

The Wonderbolt could almost swear she heard a mumble along the lines of “I never had a shot anyway”, but could not be sure of it. She was about to ask for clarification when Fluttershy and Nyx stumbled into the trail. Both had leaves and brambles stuck to their manes and coats, not to mention scratches covering most of them. They were breathing heavy and looked extremely worried.

“Are you okay? We heard yelling while we were trying to find our way back, and were worried something terrible had happened,” Fluttershy gasped out.

Twilight shook her head and smiled. “We're fine. Spitfire here was a little hurt when the owlbear managed to land a blow, but she'll be okay to travel until we can get her treated.”

Fluttershy was at her side even before Twilight could finish explaining what had happened and was examining the wound for herself. “Oh! Oh, my. It looks bad, but you should be able to walk. Will you be okay? Let me see you stand now.” Her gentle bedside manner belied the strength of her hooves as she helped her to stand.

Spitfire smiled at her fussing. “I'm fine, really, Fluttershy. I'll be able to make it to our destination, then see what we can do from there, okay?” To prove her point, she took a few tentative steps. “See?”

The shy mare somehow managed to look worried, but happy sort of way. “A- alright then. We better get going before it gets any later.”

“Would you mind going ahead for a bit? I need to ask Twilight something private,” the brash flier asked.

The other two nodded. “Alright, we'll be just around this bend in the path,” Nyx said.

Spitfire waited for them to be out of sight before quietly asking Twilight, “Why did you forgive me so easily? Not that I mind of course, but if it were me, I'm not sure I could have done that.”

Twilight leaned in close and whispered back, “It's when we think we deserve friends the least, that we need them the most.”

 

* * *

 

Ruins always fascinated Twilight. Even when she and her friends were hunting down the elements of harmony to defeat Nightmare Moon, she had wanted to study the ruins in which they had found them. Indeed, had it not been for Celestia expressly forbidding her, she would have returned to those ruins. Luckily, she had made no mention of  not exploring _other_ ruins that could be found in the Everfree Forest.

Said ruins appeared to predate pony culture by a long stretch. The gray, moss-covered stone were covered in mysterious runes and bas-relief that were so worn and faded as to be almost invisible. But if one were to look at them just right, a vague, bipedal outline could be made out here and there, along with a rune tucked away in a corner, out of the elements.

The quartet had been wandering among them, Fluttershy and Nyx looking for the home of the sphinx's mother. Twilight was enthralled by the ruins, trying to piece them together, and just what kind of beings lived there once. Spitfire was enthralled watching Twilight, looking at her as if she had just been saved by her from drowning.

“I wish I could find out what kind of folk lived here!” Twilight exclaimed for the fourth time. Spitfire gave her another grunt of agreement, not even paying attention to what was said. The unicorn lifted a rusted, metal rod with a strange handle on one end in her magic and examined it. “This handle is obviously not made for hooves. I mean, just look at it!” There was an undeniable “unhoofedness” about it, what with the strange, metal tang on it, that almost looked like a strip of the handle had peeled off. However, closer appraisal revealed that it was designed this way, and could even be worked back and forth independent of the handle and rod. “I mean, I don't even have a clue as to what this is!”

Nyx came up to her. “Shh! We're close now, and mommy doesn't like intruders on her land. Only those she invites are allowed here.” She looked at the rod floating in front of her. “Besides, that's just there to distract treasure-hunters. Mommy's _real_ wealth is better hidden than this junk. She's real clever like that,” she beamed.

Twilight reluctantly set the rod back down again with a sigh. They continued further into the ruins until Nyx stopped in front of a small hill, choked with grasses and weeds. “Here it is,” she whispered. “Mommy always uses the same entrance to her home. See the plinth archway?”

Now that it was pointed out to them, they could make out a moss covered stone square archway inset with an equally moss covered stone door. The tiny cub approached it and scratched at the door, knocking some of the moss clear. Gems hidden by the moss glowed a golden hue, and the door became transparent. The view beyond the ghostly door was made from some sort of black, speckled marble, giving it the effect of walking among the stars. Globes suspended midair shed a soft white light.

Nyx walked through fearlessly shouting at the top of her tiny lungs, “Mommy! I'm home!”

The other followed her in, their hooves clicking on the polished marble flagstones. The three ponies walked in awe of the craftsmanship of the hallway, noting that as the passed, the glare from the globes made it appear as if a shooting star had gone past. Ahead in the hallway, they could see Nyx running now out into an open room. They followed at a more sedate pace, blinking owlishly when they came into a very large room.

They appeared to be in an atrium of an extremely large building, much larger than should have been possible judging by the outside. There were multiple levels going up farther than the eye could see, supported by massive marble columns. The roof was lost to darkness, but what immediately grabbed Twilight's attention were the bookshelves. On every level, bookshelves as tall as five ponies standing on each other's shoulders, stood in perfect rows like soldiers awaiting their commander's review. Her jaw dropped and a small droplet of drool hung from her lips as she tried to drink it all in.

However, that isn't what held the attentions of her pegasus companions. Sitting at an enormous circular desk was a very, very large black dragon. He was sorting through a stack of books, and looked up as the tiny bundle of energy jumped the desk and tackled him around the neck. “Onyx! I missed you!” she shrieked. The little cub couldn't even reach around him, and so she settled for using her claws to dig into his scales in order to maintain her position.

He appeared quite surprised at the cub, taking a moment to find his voice. “Why, young Miss Nyx! Your mother was quite concerned when you wandered off. You're quite lucky Kindness was able to find and care for you, or we'd _all_ be in trouble right now.”

Nyx playfully batted at the dragon's throat causing her to drop onto the desk. “Oh, get with the times, Onyx! Even _I_ know that her name is Miss Fluttershy!” Conveniently forgotten, was her trouble remembering Twilight's name.

The dragon dipped his head in mock gravity. “My apologies, Young Miss.” He looked over and noted the stunned ponies, all of whom were staring at him slack-jawed by now. He brought his head close and whispered, “I take it these were your escorts today?”

“Uh, huh! That's Twilight Sparkle, Spitfire, and Fluttershy,” she said, pointing to each in turn.

Onyx sighed and whispered, “I better fetch your, ah, mother.” Without a words to the ponies, he left the desk and walked up to an ornate, partially open brass door. He knocked and whispered something through the crack, then stood aside.

The door opened and if the three ponies thought that the dragon was impressive, he was totally eclipsed by the majesty of the sphinx that walked out. Slightly smaller than the dragon, she easily stood more than twice as tall as Princess Celestia. Her regal bearing commanded respect, and the rippling play of her muscles under her fur let all know that this was no simple librarian. In all respects, she looked like an older version of Nyx.

She paused as the little cub ran up to her and nuzzled her paw, the only part of her she could reach. She bent down and sniffed her child before giving her a swipe with her tongue, leaving her with an enormous cowlick on one entire side of her head. This of course, set off Nyx's giggling. The larger mother came before the ponies and shrank down to a more manageable alicorn size. “So, I have you to thank for returning my wayward child?” she purred.

Not sure what protocol demanded, all three ponies decided that bowing could not hurt and did so. “Yes, Ma'am, though Fluttershy here was the one who found and cared for her until we could bring her here,” Twilight answered for them. Spitfire was amazed and impressed at the lack of fear in her voice.

The large sphinx nodded to them, signaling for them to rise. “Then I thank you all for the care you have shown us. Allow me to introduce myself, I am Nyx.” She noted their confusion and added, “It is common among our kind that all cubs be named after one of the parents until such time as they take on a name of their own.”

She thought for a moment then looked at Spitfire. “It seems you were wounded while escorting my child. Allow me to help with that.” With a paw the size of a dinner plate, she gently swiped across the bruise, leaving her coat unblemished, not even scars remained. "As thanks for your selfless devotion to her safety and well-being, I shall grant you three access to my library whenever you wish. You need only knock on the door to gain access.”

Twilight looked like she was about to faint from glee, a permanent grin affixed to her face. A nearby grandfather clock rang out the hour, startling them all. “Oh, dear. It appears that the hour has grown late, and I must leave you. It is almost noon at your home, would you like me to teleport you there?”

Silence and wide-eyed stares greeted her question. With a sigh and a roll of her eyes, she teleported them one by one, starting with Twilight, then Spitfire, but paused at Fluttershy. Nyx the Larger's form shifted until it shifted down to resemble a certain Princess of the Moon. She clopped her hooves in front of her to gain her attention. “Dear Fluttershy, art thou feeling well? We hope that our performance was sufficient, especially after we hath wronged Twilight so.”

Fluttershy shook her head, then looked up at the alicorn happily. “Oh my, yes. I think Twilight will be very happy to be able to come back here again. That is, if it really is alright with you Nyx?” she asked the cub who was coming up to them, growing as she walked.

“Are you kidding me? Twilight was a hoot! And as smart as you two kept saying. Why, I think she's a serious about learning as I am. I can't wait to have her back again.” She finished growing to her normal size which was as big as Luna was when pretending to be her. “Though, I am going to need to visit her and Spitfire in their dreams tonight so I can mark them as regular patrons. Which reminds me...” She pressed her paw to the pegasus' forehead, and a warm, soothing sensation suffused her body. A happy grin spread across her face, and when the sphinx removed her paw, a rune glowed there instantaneously before fading to nothing.

The sphinx sat back on her haunches. “There. Now not only can you find and operate the door on your own, but a simple ward has been placed on you so that you won't be bothered within my territory. Just be careful whom you bring with you, okay?” Fluttershy nodded. “Good. I better send you back now before they get too suspicious about where you are.” With a wave of her paw, she sent the pegasus to a clearing near the entrance to the Everfree Forest.

She turned to the alicorn beside her. “So, does this square us now? No more hard feelings?”

Luna rested a hoof on the sphinx's paw. “Nyx, e'er sith sweet Twilight freed us from... that is, freed us, we hath ne'er once hated thou, just what actions were made necessary.”

Nyx smiled down at the small alicorn. “Thank you old friend. It is good to have you back again.”

 

* * *

 

Twilight and Spitfire were starting to get worried when Fluttershy appeared, a bit shell-shocked, but alive and well. She ran up to the butter-yellow pegasus asking, “Are you alright, Fluttershy? What happened?”

Fluttershy looked startled for a moment. “Huh? Oh, Twilight. N- Nyx just wanted to warn me that there was a parasprite swarm in the western edge of the forest. She wanted me to stay away from it just in case.”

The lavender mare breathed a sight of relief. “I thought something might have happened. Would you and Luna like to come back to the library with us for lunch? I'm sure we can squeeze in a couple more at the table.”

“Oh, um, thank you Twilight, but Luna said she wanted to have a quiet lunch at my place,” Fluttershy answered. “She said it's been a while since she had any time to herself since returning to the palace.”

Twilight looked a little disappointed, but relented. “Alright then. Would you remind her that my class starts at two o'clock?” The pegasus nodded and waved to them as they walked off. “See you later, Fluttershy,” she called back.

 

* * *

 

Arriving at the library, the two could see that in addition to the two unicorn guards, Spike was pacing in front of the tree. Twilight trotted up to him and asked, “Spike? What's wrong?”

“Twilight! You've got to _do_ something! They're... they're...”

“What is it, Spike? Are they fighting?”

He shook his head. “Worse!”

Twilight threw open the door with her magic and saw... Celestia and Trixie laughing over a cup of tea. Spike looked in and shuddered. “They're _bonding_.”

  
**Author's Note:**

Woo! Getting to the meat of the story now! What will happen next? Only the Shadow knows! Okay, I know too, sorta, but I swear that he knows much more than I do! Really! Thankfully this one came out with no difficulty, my muse seems to have returned to her senses. The usual disclaimers here, I own nothing here except Nyx and her wonderful library, all else is Hasbro's and Lauren Faust's.


	10. Bets and Balls

**Chapter 10: Bets and Balls**

 

 

“Mith Cheerilee, Thouldn't we go inthide? Look at thothe cloudth.”

The schoolmarm looked up in the direction to which was alluded, and gave a skeptical frown. Deciding that the darkening clouds were nothing to be concerned about, she turned to the filly who had asked the question. “I think we'll be alright, Twist. Lunch and recess is only another half-hour. We'll be in long before they get close enough to bother us.”

The red-maned filly nodded and ran off to join Apple bloom, Sweetie Belle, and Scootaloo in a game of extreme hopscotch. The mare wasn't certain what the rules were, but the hopping had to be done on one hoof while trying to juggle three pine cones on one's nose. So far, nopony had won a game yet, or even gotten beyond the starting square. She watched the game for a moment, smiling when Scootaloo dropped the pine cones, one after another right on her face.

“That looks like it hurt.”

Cheerilee turned to see her sister, Berry Punch leaning on the fence that demarcated the schoolyard, one foreleg draped over it casually. “Berry? What brings you here?”

“My hooves,” she answered simply, getting an annoyed look for her flippancy. “I was just dropping off Berry Pinch's lunch.” She nodded towards her daughter who was now sitting under a tree, biting into a daisy sandwich. “So, I heard some new competition is sniffing around your mare.”

Cheerilee's expression turned from annoyed to outright sour. “She's not _mine_ , she's her own mare, and I'll thank you to leave it alone.”

“With an attitude like that, it's hardly surprising that she's not yours yet.” Berry could see that her remark really hurt and softened her normally acerbic tone a little. “Look, Cheers, I'm just trying to watch out for my baby sister, you know? We may not always get along, but you're still family, and I care about you.” Cheerilee stood there, considering her sister's words.”And Li'l berry seems to have taken a shine to you as well, for some strange reason.”

The teacher shook her head in amusement. “Well, I-” She came up short in realization. “Wait a sec. What did you mean by 'I heard'? Heard from whom?”

Berry Punch face-hoofed and groaned. “Seriously? Cheers, practically the whole town knows about you pining away for that silly little unicorn of Celestia's. You're not exactly subtle about it. I think the only ones who don't know attend your class. Even then, I wouldn't be surprised if they _did_ know. And _her_ , of course.” She leaned closer looking her sister in the eye. “And since the liar and the superstar rolled into town, ponies have started taking bets on who is going to win.”

“They _what_?” she shrieked.

Berry Punch motioned with her hoof. “Hssst! Quiet! You want the little ones to find out? Besides, aren't you supposed to be their model for civility?”

Cheerilee whipped her head around, and noticed several fillies and colts suddenly becoming interested in what was in front of them. “They're _betting_? On who Twilight chooses?” she hissed. “That's... that's... _disgusting_!”

The plum earth pony rolled her eyes. “Tell me about it. The rubes totally refuse to lower the odds on you winning. Keep saying that you're 'too plain'. Won't even listen when I tell them that the little nerd obviously has a thing for teachers. Anypony can see the way she looks at Celestia, for crying out loud.”

Her sister was incredulous. “You _bet_ on me? ME?”

She firmly tapped her hoof on the fencepost saying, “Yeah, on you _winning_! And you better, too. Li'l Berry's college fund is getting a big boost from this.”

“Berry, that's just... I don't even... ugh!” Cheerilee threw up her hooves in disgust. “Wait,” she turned to her sister, “what did you mean, 'the way she looks at Celestia'? She doesn't look at the Princess in any particular way other than as a mentor.”

Berry Punch looked to the heavens. “Oh, my Celestia, not you too! Look, do you know how long she was Celestia's student?”

Cheerilee nodded. “She spent something close to fifteen years under her direct tutelage, not to mention the time she spent working for her here. So what?”

“And she has a 'thing' about learning, right? Always looking for a lesson in everything?” the plum mare received a nod in return. “And Celestia is reputed to be the smartest, cleverest, most beautiful, tolerant, kind, blah, blah, blah, all-around bestest pony ever, right?”

“Well, I wouldn't put it lik-”

“ _Right_?” Another nod. “Well, I'm sure you can do simple math, so start adding it up. Cheers, she so has a 'thing' for teachers. She can't have Celestia, because let's face it, a Princess and a commoner, no matter how _un_ common has exactly zero chance of getting together. And Celestia's just too hard to read. She's had thousands of years to perfect her poker face, so it's hard to say how she feels about Twilight.” Berry Punch leaned further against the rail, closer to her sister's face and looked off into the distance. “So, here's the facts. One: we have a mare with a fetish for teachers, two: a teacher/mentor who either can't or won't return her feelings, and three: an available teacher with the hots for her.”

She gave Cheerilee a sideways glance as she continued, “And just what does the competition have? Fame and magical power. Fame we can dismiss out of hoof, because have you ever known that bookworm to be dazzled by fame? At least, when it wasn't her precious Princess?” She could see her sister giving her words careful consideration. “So that just leaves little miss great and powerful as your only real challenger. And the day _my_ sister can't beat a blowhard like _her_ , is the day I stop drinking, because obviously, I'm doing it wrong.”

“Berry, I appreciate your confidence in me, but this is none of your concern,” Cheerilee sighed.

“Wrong again, little sis,” she retorted. “This is my concern because I will _not_ have you moping around my house again, moaning on about how you let another one get away.”

The maroon mare looked offended at this. “I did not-”

“Horsefeathers,” Berry Punch interrupted, her vulgarity causing Cheerilee's cheeks to redden. “Remember your second year in college? What was her name? Moondancer?”

Cheerilee shot her a dirty look. “That was low, bringing _her_ up.”

The plum mare looked at her with sympathy in her eyes. “The point Cheers, is that I'm helping you for two reasons. First is that I want to see you happy, and as much as it confuses me, I honestly can see you being happy with the little geek.”

“She is not-”

“Whatever,” Berry Punch dismissed her sister's indignation with a wave of her hoof. “And the second reason is that winning this pot could mean the difference between a university or a community college for Li'l Berry.”

Cheerilee looked at her in astonishment. “The odds on me are _that_ long?”

Nodding the plum mare said, “Oh, yeah. You have got a heck of an uphill battle as far as public opinion goes in this town. At least when it comes to desirability.”

The more Cheerilee thought about this, the angrier she got. When she looked up at her sister again, there was a fire in her eyes. “Put me down for five hundred bits. On _my_ winning.”

Berry Punch reared back. “Are you sure about this, Cheers?”

Cheerilee stood her forelegs on the fence rail, putting her face-to-face with her older sister. “As Celestia as my witness, I will win. That. Mare's. HEART!” Berry Punch was so taken aback by her vehemence, that she fell backwards onto the ground. With that, she turned around, shouting, “ _Inside_ , children! We have _learning_ to do!” Groans of disappointment from the foals were punctuated by a single “yay” from Twist.

The plum mare laid where she had fallen, watching her little sister lead her flock indoors from the coming rain with surprise. When the door finally closed, a devious smile spread across her face. “All too easy, little sis,” she whispered to herself. “I'd feel bad about manipulating you, but we're _both_ getting something we want out of _this_ arrangement.”

 

* * *

 

Twilight set down the fourth and final bowl on its plate before returning to the kitchen to tend to the food. Left behind at the table, was Celestia, Trixie, and Spitfire, with a space left empty between the last two. Spike was once again, conspicuous in his absence. Spitfire was glaring at Trixie, who was herself looking smug and ignoring her altogether.

“So, how was the trip, Captain?”

Celestia's  question startled out of her brooding. “Huh? Oh, um, it was rather... uh, cathartic, Your Highness.”

An arched eyebrow said volumes, but she seemed to not notice, so Celestia just asked her distracted pony. “Cathartic? In what way, Captain?”

Spitfire finally registered what she had said and blanched. “Uh, um, er, that is... you see... it was...”

“I think she means physically,” Twilight answered for the stammering mare. Celestia and Trixie stared in wide-eyed shock at the librarian. It was obvious that licentious thoughts were running through their heads, but Twilight didn't notice, concentrating as she was at trying not to spill any of the soup she was carrying.

Celestia was able to find her tongue first. “I don't think I quite catch your meaning, Twilight.”

Twilight set down the enormous soup pot as well as a plateful of oyster crackers. “You know how good it feels to just go out and run? Kinda like that. The Everfree is such a dangerous place, that just walking through it is a bit of a harrowing experience. It really gets your blood pumping.”

All three mares breathed a sigh of relief, though each for different reasons. Celestia was surprised at the sigh coming from Spitfire and wondered at its reason. _Was she just covering up for her? No, my Twilight would never outright lie to me, and her thinking isn't nearly twisty enough to convolute that answer into something other than what it is._ “So what was this sphinx like? I've only met one that I know of.”

Twilight beamed at the Princess as she served the soup. “Oh, she was the cutest little chatterbox you've ever seen. Smart as a whip, too. You should see the library she lives in. It makes the Royal Canterlot Archives look like a corner book nook.”

The monarch turned her attention away from the tomato soup in front of her in surprise. “Library? She wouldn't happen to be Nyx, would she?”

“Well, her _mother_ was Nyx. The little one wasn't old enough to have chosen her own name yet, according to the elder who actually owned the library.” Her answer seemed to send her mentor into a thoughtful posture.

“So _that's_ what's been going on...” Celestia mumbled to herself after a moment.

Twilight cocked her head to the side. “Sorry? What was that, Princess?”

Startled out of her reverie, the Princess looked over to her student and smiled. “Just woolgathering, Twilight.” _I better have a talk to Luna about leaving me out of the fun. Still, no rule saying I can't use my own spoon to stir the pot a little myself, now is there?_ “You know Twilight, your brother and new sister-in-law should be back from their honeymoon soon.”

The librarian looked up at her ruler as she sat down to eat. “Really? So I can finally find out where they've been?”

“I suppose it's alright to let the cat out of the bag now,” Celestia tasted her soup and hummed her approval. “They went to the Bahamares. Shining Armor picked the spot out himself.” She looked over at not Twilight, but at the mares seated to either side of her. “He can be quite romantic when he puts his mind to it. It must run in the family.”

Twilight waved a hoof at the Princess. “Oh, come _on_ , Princess. That tourist trap? He may as well have taken her to Las Pegasus for all the romanticism that it can offer. Sure, there's the beaches and sunsets, and what have you; but it's so crowded and... kitschy. No, I love my brother, but I'm willing to bet bits to beignets that he got the idea from one of his subordinates. Probably lieutenant Goldenrod. He always was a bit of a lost cause when it came to mares.”

The alicorn grinned at her, but kept slipping a surreptitious glances to the others. “So where would you have chosen if it were you getting married?”

Both Spitfire and Trixie sat frozen to their seats as they stared intently at Twilight, waiting with bated breath for her answer.

“Well, of course, the first thing to do is to research what my partner- in this case, Princess Cadence- likes and doesn't like. I happen to know that she absolutely _hates_ crowds. Despises them, even. She doesn't care for the way they always bow and scrape when she's around them. Right there, the Bahamares are out. Not even your private villa there would provide the solitude that she would desire. Secondly, she doesn't like to spend anything frivolously, whether it be time, money, or even patience.” She took another spoonful of soup, her and the Princess being the only ones to still be doing so.

She swallowed her mouthful before continuing, “Thirdly, she attaches more value to grand, romantic gestures, than to cost of said gesture. Allow me to illustrate.” With her magic, Twilight arranged the oyster crackers into a line graph on the table. “Now, as we all know, there are certain things that can't be done without money. This is especially true of entertainment. The bottom axis represents, well, the bottom line. Money spent. The vertical axis represents romantic value.”

More crackers joined the graph, forming a rough line that peaked, then dropped suddenly near the end. “As this graph clearly shows, romantic value, or RV drop after a certain point, called the point of diminishing returns. We can call this the average point for mares.” She enveloped one of the crackers a little more than halfway to the peak in a magical field and turned it pink and heart-shaped. “I believe that Princess Cadence would actually find her saturation point somewhere around here.”

Celestia smiled as she watched the other two mares goggle at Twilight's in-depth explanation. “So, where would _you_ take her for the honeymoon?”

Twilight put her hoof to her chin in thought, looking off into the distance. “Hmmm... well, considering how much fun she had on the ski trip we took when I was eight, I would venture to say that I would take her to the same little ski chalet in the Swayback Mountains. Not only is it fun and cozy, it holds special memories for her and I.” She took some of the crackers from her graph, and floated them to her soup. “I would also make sure to arrange with Luna for a meteor shower, and to bring the moon especially close, but not so close as to cause problems.”

The lavender mare sipped some more of her soup, then appended, “Of course, there'd be little touches, too. For instance, the living room would be filled with tiger lilies, her favorite flowers, a bottle of chilled wine waiting for us, the makings for Eggplant Parmesan, her favorite meal, which I would prepare myself, and of course, a sexy negligee...” Twilight drifted off and turned as red as the soup in her bowl, which she was now studiously examining.

All three members of her audience looked at each other in surprise. “It seems this is something you have given considerable thought,” Celestia stated.

Twilight regarded her in shocked embarrassment. “No! I-I mean, you misunderstand, Princess. This was just a hypothetical situation, really! It was based off of easily observable data that anypony could gather.”

“So, you would do the same for whatever pony you married?” Celestia asked.

The purple mare fidgeted in her chair. “Of course. That is, if I was in charge of it.”

Celestia carefully watched Spitfire and Trixie and noted their reactions. Both were looking at Twilight with adoration in their eyes. _It seems rather obvious that both of them care deeply for her. I wonder if Cheerilee feels the same? I'll have to watch her carefully during Twilight's lesson today._

 

* * *

 

The walk to the schoolhouse was interesting to say the least. The promised rain came down with a vengeance. The torrential downpour turned the town square as well as the unpaved streets into a giant mud puddle, and showed no signs of abating. Seeing further than the muzzle on one's face was pretty much impossible, and the noise of the rain was deafening. Twilight insisted on erecting a shield over their collective heads, and laying down a magical floor as they walked to keep from tracking mud into the school. The end effect was a lot like walking in a giant purple bubble.

Finally, they arrived, the bubble dissipating as they walked in. Cheerilee greeted them in the hallway to the classroom, bowing towards Celestia. “Your Highness. I'm so glad that the rain could not keep you from seeing Twilight teach her second class.”

The alicorn smiled at the teacher in greeting. “As if I'd let some wind and water keep me from my favorite student.” Twilight practically radiated joy at her mentor's words as she nuzzled up to her. “Has my sister arrived yet?”

“Yes, Ma'am. Just before it started raining in earnest, she arrived,” Cheerilee replied. “She's waiting inside.”

A beaming Twilight trotted towards the class. “Then let's get started!”

They walked in, with Twilight taking up her position at the blackboard, and the guests at sitting on cushions at the back of the class. Celestia sat next to Luna and whispered to her, “Did you have a good time at Fluttershy's, sister?”

Luna nodded. “Sooth, we ha-”

Further conversation was interrupted by an attention-getting  cough from Twilight. Very polite, but the looks she was giving the adults in the back row brooked no argument. When sufficient quiet reigned, she loudly said, “Good afternoon, class.” The now-familiar chorus of “Good afternoon, Miss Twilight”s from the foals greeted her in return. “I know we have some illustrious guests with us today, but for now, I want you to ignore them. We have lots to cover today.” The mare's horn glowed purple as she examined each of them in turn, and she smiled. “I see that you all have been doing your homework. Very good, everypony.”

A pink filly raised her hoof, and stood when Twilight acknowledged her. “Miss, Twilight, how did you know if we practiced or not?”

“A very good question, Berry Pinch. It's because of this,” she said and pointed to her horn. “I saw your magical auras have strengthened considerably since we last met. I'm especially impressed by yours, Dinky Doo. I daresay it's almost doubled in intensity. Well done.”

The little gray unicorn blushed, but smiled at the praise. She was surprised when a gold star sticker floated over to her, and affixed itself to her chest like a medal. Twilight winked at her before returning to the rest of the class. “Now then, today we're going to practice our levitation techniques.”

A collective groan reached her ears. “I know, I know, most of you already have the basics down. But today's lesson is for two reasons. The first is to get everypony up to about the same level right now. The second is to improve your technique. I've noticed that some of you who already can levitate are wasting a lot of energy.” Her horn glowed again, as she lifted eight balls from her saddlebags and placed one in front of each of her students.

As she went into a lengthy explanation on exactly how to lift the balls, complete with graphs and illustrations on the chalkboard, Celestia sent her mind to her sister. _You have some explaining to do, little sister._

Luna was startled, but recovered quickly. _What dost thou meanest? Hath we offended thee in some way?_

_Indeed you have, Lulu. You went and arranged a little adventure with Nyx so that you could play matchmaker._ Celestia grinned at her sister's mental shying away. _Surely, you know that if anypony deserves to meddle in her affairs, it is I._

Luna gave a chuckle. _Verily, we are most contrite, and beg thy indulgence. We knew that yon mare was thine to “meddle with” as thou put it. We merely sought to bring a mote of happiness to she who hath done so much for us._

_I'll forgive you this time... provided you include me in any future dealings. Twilight is... well, I have a vested interest in her happiness, let us say._

The moon Princess looked at her sister, who sat with a Saturnine expression. _Thou... thou truly cares for her like a dam, dost thou not?_

An almost imperceptible nod was her only response. Celestia's sadness was fleeting, however. It was quickly replaced with a glowing pride for her “daughter” who seemed to be leading her class like a genius conductor leads an orchestra. Her attention was drawn to the mare who occupied the cushion next to the blackboard.

Cheerilee was openly staring at Twilight with half-lidded eyes. Barely perceptible for those who knew to look for it, was an ever so slight blush on her cheeks. Celestia even detected a miniscule movement of her hind legs. There was a scarcely detectable clenching and relaxing of her strong, earth pony muscles that signaled to the Princess that she was trying to relieve some built-up... tension, of a specific sort.

As the lesson continued, her attention was once again brought back to the students, who were now levitating the lead balls into the air. It was nothing fancy, but even the most raw among them was  working with the adroitness of a seasoned student several years beyond their grade. A few of the more daring among them were even spinning the balls, but not much more than that, because Twilight would put a stop to any shenanigans before they could get out of hoof.

When she felt that everypony had more or less a grasp of the fundamentals, she said, “Alright, everypony, time to pass the balls forward.” As they came into her telekinetic grasp, she pulled out a stack of books from her saddlebag, and passed them out to each foal. “These will be your textbooks for the class.” A chorus of groans came from the assembled students. “At least, they are the _first_ of your textbooks. “An even louder paean of disappointment met her announcement.

The thick tomes landed on their desks with a light, yet audible thump. One glance at the cover let them know that the fun part of today's lesson was over. _A Brief History of Magic_ , while insightful and chock full of intriguing information, was not the sort of title that evoked images of excitement, or even vague interest. “Now, remember,” Twilight announced, “These books are only _on loan_ , meaning that if they are conveniently lost or destroyed, your parents will be stuck with a bill for fifty-four bits to replace them.” This news was greeted with disappointment mixed with fear.

“Also, please be so kind as to _not_ draw or take notes in them. That's what your composition books are for.” The lavender mare walked over to her desk and opened her own copy of the book. “Now, then. Who wants to begin reading chapter one for us?”

 

* * *

 

The day's lesson over, students began to file out of the classroom, greeting the Princesses as they left. Snips and Snails also shot Trixie a dirty look on the way out. After all, it was _her_ fault their parents were stuck paying for much of the damages the Ursa Minor had caused. Trixie, of course, ignored them.

Twilight walked up to Cheerilee, eight heavy lead balls levitating beside her. “Would it be alright if I stored these here, Cheerilee? I'm kinda tight on space right now at the library.”

“Of course, Twilight,” she replied. “Let me open the storage room for you.” As they left the classroom for the hallway, the maroon mare explained, “The lock sometimes sticks. I've been trying to requisition a new one, but the Superintendent doesn't seem to think it's a high priority.” She used a key to unlock it, before stepping in and putting a bucket in the doorway to prop it open. She walked towards the back where there was some shelf space open. “Here you go, right next to the cleaning supplies.”

Celestia watched them leave for a moment with a smile, then made a big show of looking out the window as if she had spotted something. Naturally, all three other ponies looked as well to see what she was looking at, giving her the opportunity to use her magic unseen. Her horn began to glow, as did the bucket which could barely be seen from her position. The prop was gently shoved inside, allowing the door to close automatically.

Unaware of all this, Twilight gingerly placed the balls between several large bottles of floor cleaner. The audible **_CLINK_** they made as they came to rest, covered up the sound of the door closing and locking them in. “I really think I'm reaching them,” the purple mare said. “I've never seen foals so eager to learn before. All my classmates in school just wanted to learn the flashy stuff or play around. It was very distracting when I was studying for the entrance exam to the Princess's school.”

Cheerilee nodded in agreement. “I suppose a lot of it has to do with the approach of the teacher as well as the temperament of the students. Of course, it helps that they all know you personally.”

“True. I don't mind telling you, there were some teachers that could put even _me_ to sleep,” Twilight replied.

They walked back to the door, and Cheerilee stopped dead in her tracks. “The door!” She ran up to it, and found it firmly closed. Since there was no handle on this side, she was left standing there dumbly.  She picked up the bucket and examined it. “How did this happen? The bucket's never failed before.”

The maroon earth pony dropped the bucket and ran up to Twilight, shaking her by the shoulders. “What are we going to do? We can't get out! We're trapped! There's not even a window we can crawl through!” She started breathing heavy, tears forming in her eyes.

Twilight held her in her forelegs, and caressed her mane, trying to calm her down. “Sh, it'll be okay, Cheerilee. It'll be okay.” She looked her in the eyes, and immediately, the earth pony's breathing returned to a semblance of normality. “Remember? I'm a unicorn. I'll get us out of this.”

“Please hurry. I... I don't like confined spaces. As long as I know I can get out, I do okay, but this...”

The lavender mare held her close as she began working her magic on finding a way out. “Hmm, I can't seem to grab hold of the key on the other side. I don't want to destroy the door, so I'm going to try a new spell. It should allow us to walk through the door as if it weren't there.” She looked the other mare in the eyes once again. “Ready?”

Cheerilee nodded, and Twilight's horn took on its familiar glow. The door shimmered and waved like a mirage and turned translucent. The ponies hustled out of the storage room, and immediately, Cheerilee started breathing easier. “I... I'm sorry you had to see that, Twilight,” she gasped. “I haven't had a panic attack like that in over a year.”

Twilight rested a hoof on her shoulder reassuringly. “It's alright Cheerilee. We all have our fears. Why, it wasn't too long ago that I turned the whole town on its ear because I was afraid of being... tardy.” She shuddered at the mere mention of the word. “I think we can forgive this, uh... incident. And don't worry. Nopony will hear of this from me. Cross my heart, hope to fly, stick a cupcake in my eye- OW!” She pulled her hoof away from her sore eye, wincing in pain. “Never can get the timing on that right.”

  
**Author's Note:**

Woo! This story just keeps chugging along, doesn't it? This is fun to write, though. Never thought I'd get more out of my writing than I do my drawing. I guess it's just because the gratification is faster. The actual drawing doesn't take very long, but inking and coloring can turn into a real chore. With writing it just... flows out. Anywho, the usual disclaimers apply here, everything in this story but the arrangement of the words belongs to Hasbro and Lauren Faust.


	11. On the Banks of the Rubicon

**Chapter 11: On the Banks of the Rubicon**

 

 

Celestia looked at her faithful student in askance. “Are you sure, Twilight? Luna and I don't mind waiting.”

“I'm sure, Princess,” Twilight relied. “Trixie and I will only be a moment or two at most. We're just picking up something from Rarity, then heading straight back to the library.” The white alicorn nodded and she parted ways, leading Luna, Spitfire, and a somewhat visibly shaken Cheerilee to the tree-turned-building under her own bubble protecting them from the elements. She had beamed and congratulated Twilight for creating such a unique and useful spell in the few hours in between lunch and the time they left for her class, and insisted she teach it to her.

Twilight watched her with adoration in her eyes for a moment before turning to her companion. “Ready, Trixie?”

With an affected sniff, the azure mare turned her nose up. “Trixie is more than ready to retrieve Abracadabra. She finds it difficult to come up with new acts without her best audience member.”

It was just a short walk from there to the Carousel Boutique, but it was by necessity, done in silence. The rain had yet to let up, and the patter of it on Twilight's shield above them made quite a racket. Their arrival to the Boutique was met with silence. “Rarity? Are you in?” Twilight's voice was swallowed up by the oppressive quiet, and the patter of rain  falling on the roof.

“Perhaps we should come back later, Twilight?” she whispered. “Trixie doesn't think anypony is home,” Indeed, between the dead silence, and the spotlessly clean floor room, it did not appear as if anyone was at home.

Twilight nodded in agreement and turned to leave, but was stopped by a muffled thump coming from upstairs. “What was that?”

The thump was followed by the sound of a slamming door, and the tread of running hooves on the stairs coming closer. The mystery of the sounds were solved as a disheveled Rarity calmly trotted around the corner. Her mane and tail were in disarray, and a light sheen of sweat slicked down her coat.

“Rarity, are you alright?” Twilight asked. “You look like you just ran a half-minute kilotrot.”

The white unicorn threw back her mane to get it out of her eyes, inadvertently revealing a small mark on her neck. “Of course I am, Darling. I was just... uh, running down the stairs so you wouldn't leave without what you came to get” She grinned nervously at her friend, putting lie her calming words. It didn't help any that she was breathing heavily.

“Are you sure? You have a bruise right here,” Twilight pointed out with her hoof, almost, but not quite touching the spot.

“What?” she asked, trying, and failing to see said bruise. “Oh, Twilight. You worry too much. I just... hit myself. On the corner wall. Upstairs.” Her eyes lit up, making a connection. “That was that first thump you heard. It's nothing to worry about, really.”

Twilight examined the bruise closer. “Are you sure? It looks more like a bite mark than a bruise from hitting a corner wall.”

Rarity brushed it aside by covering the spot with her mane again. “It's fine, darling. Now, you're here for Miss Abracadabra, correct?” She led them over to the coffee table in the center of the room.

Twilight nodded, but Trixie answered, “Quite so, Miss Rarity. Trixie trusts that she is ready?”

The white unicorn sat them down on the sofa, but remained standing before them. “But, of course! When Rarity says it will be done by a certain time, you may rely on it being done by then.” Her audience mused at her use of Trixie's affectation, but remained silent. Her horn glowed its pale blue aura as she floated a large, purple silk bag over to them, and set it down upright on the table before them.

With a showmare's flourish, she said, “I am proud to present to you, the astonishing Abracadabra!” The drawstring at the top loosened, allowing the bag to fall around its contents.

Trixie gasped which caused Rarity some consternation. The doll looked exactly as it did the day she had brought it home from the party. The velvet was intact once more, and brought to it's former fuzzy glory. The navy mane and tail were replaced with new yarn, and even the button eyes were shinier than they had been in years. The wooden wand had been sanded and repainted, but it was the star on top that drew the most attention. The wooden adornment had been replaced with a six-pointed star-shaped amethyst the size of her hoof.

Tears could be seen forming in Trixie's eyes, and Rarity quickly explained, “If you don't like the new star, I saved the original, and can pop it back on for you in a jiffy.”

Trixie levitated the doll to her and hugged it close. “She's beautiful. Trixie's mother would be pleased with your work,” she answered.

The dressmaker breathed a sigh of relief. “The old star is in the bag, and has been refinished as well, just in case you ever want to change them out. I-”

She fell silent as Trixie enveloped her in a tight hug. “Thank you, Miss Rarity. Trixie cannot repay you for this.”

An affectionate smile touched her lips as she returned the embrace. “You're quite welcome, Trixie.

 

* * *

 

Applejack peeked around the corner, looking all around. “They gone?”

Rarity came up and gave her a peck on the cheek, causing her to blush. “Yes dear, they're gone.” She rubbed her cheek against her lover's, savoring the musk of her hard-earned sweat, mixed with the damp odor she had acquired on her run to the boutique through the pouring rain. Rarity always tried her best to project an aura of a genteel lady, but the earthy smell and rippling muscles of the farmer always made her weak in the knees.

Returning the nuzzle, the orange earth pony breathed into Her Lady's ear, causing her to shiver delightfully. “Ah'm gonna have to step up mah game, if'n Ah'm gonna support the home team. Ya'll are gettin' too far ahead a'me.”

Rarity's horn glowed, as did Applejack's hat as the former lifted the latter and placed it gingerly on the unicorn's head, right behind the horn. “Not if I distract you first!” Not wasting a moment of the surprise attack, she dashed upstairs to her bedroom, squealing with laughter.

It took the farmer a moment to gather her wits and give chase after her. “Hey! Consarn it, get back here afore Ah have to ravage yah, agin!”

 

* * *

 

The two ponies in the purple bubble made their way through the rain, back to the library, again, in silence; Trixie's doll safe from prying eyes in her hat. Their trip however, was interrupted by what appeared through the rain sluicing off of Twilight's bubble to be a giant rubber duck. It crossed their path, stopped, and appeared to consider them before waddling towards them. The mystery was solved when it walked into Twilight's bubble, revealing itself to be Pinkie-Pie in her rain gear. The yellow slicker covered her head to hoof, and the orange bill overhanging her face, gave it the strange countenance. It didn't help that Pinkie-Pie had painted giant eyes on the sides of the hood.

“There you are! Just the pony I'm looking for!” the party pony announced.

“Pinkie-Pie? What in Equestria are you doing out in _this_ weather?”

The pink mare grinned at her. “Silly Twilight. I just told you I was looking for you.”

Twilight shook her head in bemusement. “Well, you've found me. So, why did you want to see me? Another party, I expect. It _has_ been a few days since your last one.”

She bent around, and pulled an envelope from her pocket The blue paper was lightly damp on one corner, but otherwise fine. “Wow, Twilight! You must be psychotic!”

Taking the envelope in her magic, Twilight asked, “You mean psychic. At least, I hope you do. So what is this one for?”

Pinkie-Pie took a deep breath, and said, “It's a get to know your future mare-” She got no further, because a rainbow streak slammed into her, knocking her out of the bubble and into a rather large mud puddle. She came to rest on her back with her lips locked on to Rainbow Dash's.

Twilight and Trixie rushed over, enveloping them in the bubble once again, though it was far too late for the earth pony, or the pegasus. “Pinkie, are you alright?”

The rainbow pegasus broke the kiss, leaving pinkie to try to follow her back up. “Wowee, Dashie! That was your bestest surprise kiss, yet! You're getting _really_ good at those!” Pinkie-Pie looked down in the mud, and noticed the invitation, now rendered unreadable. “Aw, Twilight's invitation got ruined. Good thing, I always carry extra!” She whipped out another from a different pocket, only to drop it to the mud when Rainbow Dash tackled her in a hug and nibbled at her neck. “Hee hee hee! Dashie, quit it! You- hee hee made me drop another!” she laughed out.

She finally got out from under her marefriend, and pulled a third envelope out. However, this one never even fully left the pocket before the cyan pegasus tackled her and began tickling her mercilessly. Blue envelopes exploded from the pink mare's pockets, all “coincidentally” being rolled over into the mud before anypony could rescue them. Trixie and Twilight had to jump out of the way to avoid being splashed by the two wrestling ponies. When no more envelopes were forthcoming, Rainbow Dash finally relented, leaving a wheezing, pink mare grinning on the wet ground.

Rainbow Dash stood up and swept her mane out of her eyes. “Woo! Have I got a great marefriend or what? I gotta tell you, there's nopony as fun as my Pinkie.”

Twilight arched an eyebrow at her. “Are you quite through assaulting her yet, Rainbow?”

The pegasus looked at her in surprise. “Huh? Uh, sure, Twi. She was just going to invite you to a party tomorrow night at seven. You coming?”

“I suppose so. Is it alright if I bring my guests? I wouldn't want to leave them alone with nothing to do,” she asked.

Rainbow Dash waved a hoof nonchalantly. “Oh sure. The more, the merrier. Bring all three.”

“Alright then. I'll see you there?” the librarian asked.

Rainbow Dash grinned at her and turned to her marefriend, still lying in the puddle. “Wouldn't miss it for the world. See ya!” With that, she bent down, and grabbed Pinkie-Pie's coat collar with her teeth, and started dragging the still giggling mare back to Sugarcube Corner.

They watched them until they were lost in the deluge, then Trixie turned to her companion. “Please do not take this the wrong way, Twilight, but you have some _very_ strange friends.”

Twilight facehoofed. “Tell me about it.”

 

* * *

 

Twilight hummed happily to herself as she bustled around the kitchen. She had never prepared a meal for quite so many ponies at once, two of them having the larger appetites of alicorns. She had decided that a warm, hearty meal was what was needed to combat the chill rain outside that continued, and looked unlikely to stop anytime soon. To that end, she reasoned that the Alfredo sauce she was stirring would go nicely with the pasta and steamed vegetables already cooling in the sink.

Cheerilee couldn't help but smile each time she caught sight of the mare, contently preparing the meal by hoof- er, horn. “You certainly seem happy. Do you like having guests over this much?”

In response, the lavender mare nodded. “I guess I'm just catching up on lost time. I always used to be such a quiet filly. I treasured peaceful solitude to the hubbub of a crowded home.” She turned to her friend who was helping her cook while Spike kept the others entertained. “It's easier to get lost in a book when it's quiet, you see. Something that's difficult to come by when you have ponies calling for your attention all the time.”

She tasted the sauce with the spoon, then put it to her lips in thought. “I suppose that's why I never really cared for the Hearth's Warming holidays; too many relatives pinching my cheeks, saying, 'isn't she just _adorable_ in that formal red dress?'” She smacked her lips absently. “Too thick,” she mumbled to herself. “Cheerilee, could you get me the milk, please?” Twilight asked, spinning back around to the pot of sauce again. “But entertaining a crowded home filled with friends just feels... right.”

The teacher went to the icebox and pulled out the requested bottle. “Sounds like the makings of a friendship report to me. Here you go, Twi-” She stopped herself when Twilight turned around and took the bottle from her by hoof. Or at least, that was what she had intended. Frozen by the contact of their hooves touching one another, she stared into Twilight's eyes like a deer caught in headlamps.

For many minutes, they stood there, staring into each other's eyes. Cheerilee blushed hard enough to be noticeable, and after a moment of apparent confusion followed by sudden understanding, so did Twilight. The world around them seemed to melt away, leaving just them and their eyes.

The spell was broken, when a loud _**POP**_ was heard from the stove. Twilight quickly faced the pot, stirring the spoon like mad. The bottle of milk was levitated from Cheerilee's hooves, and most of the milk poured into the sauce, immediately cooling it.

Spike stuck his head into the kitchen, saying, “If you want me to keep entertaining them any longer Twilight, I'm going to have to start in on your embarrassing stories.”

“No need, Spike!” she replied in an almost too-loud voice. “Tell them dinner is ready. Cheerilee, could you set the table for me please?” The nervous, forced grin  she was wearing was enough to send them both fleeing. She served the plates, remembering at the last moment to sprinkle some crushed emeralds on Spike's plate. By the time she brought out all seven plates and set them on the table, all nervousness was gone from her smile.

 

* * *

 

Dinner had ended hours ago, with almost no mishap. The only hitch being that Twilight had to teleport over to Sugarcube Corner to pick up some dessert, since she had forgotten to do so earlier. She had left with a “Wait here, I was in such a hurry, that I forgot to have Spike put 'get dessert' on the master checklist this morning. I'll be right back,” and was and back again before the awkward silence could stretch on long enough for anypony to attempt conversation.

And now, as she soaked in the tub of warm water washing away the day's tension, flower petals floating around her; Cheerilee pulled out her hooves and looked at them again for what felt like the millionth time. _These hooves. These were the ones that held hers._ She could almost see those lavender hooves in hers once again. The teacher closed her eyes and smiled, bringing them to her face. She blushed again, but not from the heat of the scented water.

_We looked into each other's eyes! There's something there, I know it! Berry's right. I still have a chance!_ She slid down, submerging herself in the water languorously up to her eyes. She opened them with a suddenly serious expression. _I have to tell her. Before one of the others can, I must tell her how I feel!_ She raised her hoof to the heavens as she stood on her hind legs. _I swear on all that is holy, she will know how I feel! And I know just how to do it!_

 

* * *

 

As Spitfire put the last dish in the cabinet distractedly, she ruminated on the day's events, specifically, the early morning events in the forest. _I still can't believe that Twilight is so forgiving. Even after betraying her trust so thoroughly, she still wants to be friends. I want to be worthy of that trust. I have to make it up to her. But how? Season tickets to the Wonderbolt's shows? Nah, she's not really into stunt shows. Perhaps a rare book? Hmmm..._

As she considered the possibilities. Plans were formulated, modified, and dropped in favor of others, which were also modified. Finally, a course of action was decided upon, and she started the first phase immediately. The yellow pegasus perused the books in the main library section, taking note of the titles and genres.

 

* * *

 

Trixie's magical aura settled the extra thick quilt onto the floor, making sure all the wrinkles were smoothed out. Nearly a dozen pillows were floated to the head of the pallet by a purple telekinetic aura. The showmare looked over to her hostess and happily sighed. _I need to do something. She's done so much for me, and all I do is take from her. She's given me back my home, my connections to my past, and most importantly, her friendship when I needed it most._

The azure mare whisked several blankets out of the closet where they were stored during the day, and unfolded them over the pallet. _I need to show her how much I appreciate all she's done for me. Something that only I can do. Something that every time she sees it, she's reminded of me and how much I lo-_ She stopped what she was doing and considered her thoughts carefully. _Do I love her?_ A flutter in her chest answered her when she looked at the lavender mare, who was closing the windows for the night. She felt like she could just stare at her forever and be content. The thought that she may not get to do that scared her more than the time the Ursa Minor roared in her face, rooting her to the spot.

_Yes, this is love. Just thinking that words sent a thrill down my spine. I love her. I. Love. Twilight Sparkle. Yes, that feels right._ She closed her eyes and nodded to herself in determination. _Which brings me back to the original question: How do I show her that? Hmmm... Ah! I got it! I even have have everything I need! I'll just have to ask Miss Rarity to procure me some more of those white roses. Paid for by me this time, of course. I think I can manage that much._ Trixie couldn't help the smile that spread across her face.

Nor could Twilight miss it and not be curious about it. “What's got you so happy all of a sudden, Trixie?”

The azure unicorn was shocked from her contemplations, nearly jumping at the question, and raising a hoof to her chest. “Ah! Twilight! You startled Trixie.” She brought the hoof back down again, and tried to not look as nervous as she felt. “Trixie is just... um, thinking of how happy she is since you became her friend. Yes, that's it!”

Twilight arched an eyebrow at her in curiosity, but said nothing about the obvious untruth. “Well, you ready for bed, yet?”

Just then, Cheerilee and Spitfire came in with fire in their eyes, and grins on their faces. “Ready for bed, Twilight? It's been a long day, after all.”

The lavender mare looked at them inquiringly. “What is it with everypony tonight? You're all smiling like you just won the Canterlot lottery, and are planning on how to spend your million bits.”

Spitfire waved a hoof at her dismissively. “Oh, Twilight. We're just happy to be spending so much time with a friend as good and wonderful as you.”

Trixie jumped in, saying, “Yes, see? We're all happy and proud to be able to call you friend.”

“Right,” Cheerilee added.

Twilight looked at them, unconvinced, but tired enough to want to drop it for another time. “Alright then, let's get some shuteye. As Cheerilee said, it's been a long day.”

 

* * *

 

Twilight was enjoying her time as a full-time teacher. It didn't hurt that Princess Celestia was the headmaster, nor that all her friends filled out the ranks of the faculty. And of course, the library where she was currently watching over her students who were all intent on their research. Easily larger in hoofprint than the entirety of Ponyville, it was the largest repository of knowledge in Equestria.

“Actually, it's the largest repository of knowledge in the universe.”

The unicorn whirled at the voice, to find Nyx, the elder Nyx that is, sitting on her haunches. Her normally all-black eyes were emitting a weird smokey aura that gave her a feeling of quiet menace, and inky runes slowly floated across her papyrus-like fur. Unable to tear her eyes away from the large sphinx's, she stood there gaping.

“Sooth, we didst tell thee that this would be the result.” Luna stepped out from the shadows sadly shaking her head. “She is not ready to behold thy true countenance, e'en through the veil of a dream.”

Nyx looked at the Princess sadly. “Sadly, it is the only way to bestow this gift. One of the rules put in place by me when I made this library to prevent its abuse. I had not counted on her innate sensitivity to magic to see me as I truly am in the dream realm.” She looked down at the unicorn, noting that her eyes had now turned entirely black as well. “Though in retrospect, I should have known it could happen. Will the Element of Magic be able to help her survive it?”

The dark alicorn shook her head. “Alack, we knowest not. We only held possession of it for a short time afore it was sealed avaunt for its next bearer. Certs, there hast never been one who wields it this well and with such facile talent and skill, but thine gifts are nearly a match for ourselves and our sister.” She gave a sad sigh and looked into the abyss that was now Twilight Sparkle's eyes. Luna could feel a tug on her magic, an insistent, plea for help to which she immediately responded.

Magically breaking off a piece of her consciousness and affixing it with a a magical silver cord, she let the tug pull her in. It didn't take long at all for the desperate unicorn to pull her in and grab on to the only familiar thing in a realm of unknowable knowledge. Luna reeled them back in to Twilight's dream and into the present. “Art thou feeling better, Twilight?”

Twilight closed her eyes and held her head with one hoof. “So... much... knowledge... I never knew there could be so much...”

“Prithee, tarry not on such ruminations. It would only bring thee to grief,” Luna said.

Twilight looked up at Nyx, able to see her without flinching. The unicorn's eyes turned all black again as she regarded the sphinx. “You... were the cub, weren't you?”

With a nod, she replied, “I'm sorry for the deception, Twilight. I had wanted to meet you for so long, but The Sisters were... reluctant to do so. I'm afraid I did them a disservice long ago, but they have at last forgiven me for it.”

The unicorn turned to Luna and regarded her with those same eyes. “And you put her up to that? Why?”

Luna looked away in shame. “We... we didst thee a disservice as well. We hath promised another that we wouldst not be the one to reveal our part in the sad act of indiscretion, but rest assured that the matter hath been resolved.” She pawed at the ground nervously. “Pray, do not take thy friendship back. We were hoping that admission to the Library's inner circle wouldst make up for our lapse in judgment.”

Twilight considered the situation for a tense moment. “Luna, I could never stay mad at you. And all I needed from you was an apology and a promise to never do it again, whatever it was.” Luna breathed a sigh of relief as the mare turned to Nyx. “As for you, I'm not certain. I had enjoyed our talk as we walked through the forest, but a lie is not a good way to start off a friendship. Perhaps we can start over?” She held out her hoof.

The large sphinx smiled tremulously and shook her hoof. “Thank you, Twilight. Truly, you have taken your lessons in friendship to heart. If you like, I can give you your library pass now.”

Confused, the lavender mare asked, “In my dreams? How does that work? Will it be on my pillow in the morning?”

Nyx shook her massive head. “No, it is much better than a simple slip of paper. _This_ pass, cannot be lost, stolen, nor faked.” With that, she placed one titanic paw over the pony's head, covering it completely except for the horn whose tip just barely peeked between the toes. There was a wave of arcane energies felt by all three, and a blissfully warm sensation inundated through Twilight, centering on her horn.

The paw was removed, and a glowing glyph could be plainly seen on her forehead, spiraling up the horn. Twilight looked at the other two, noting that they too, wore the glyph. Crossing her eyes in order to look up at her own horn, she said, “This is going to be difficult to explain.”

“Actually, if you recall, we had those marks before you gained your own,” Nyx rebutted. “You never saw them then, nor will others see yours now. Only the bearer of the mark can see the mark on others.” She grinned. “A sort of, takes one to know one, kind of deal.”

Twilight grinned back. “I suppose our old deal of 'one magic secret for one riddle' won't work anymore.”

“Nonsense!” the sphinx said. “I learned more from talking to you than I have in the past century. At least.” She leaned close and winked at the pony. “Besides, I'm just filled with riddles I want to share. Things like, oh say...”

_Only one color, but not one size,_

_Stuck at the bottom, yet easily flies,_

_Present in sun, but not in rain,_

_Doing no harm, and feeling no pain._

  
**Author's Note:**

Not a lot of action, this time around, but plenty of character development (I hope). The chapter title is rather significant this time around, rather than just being something that happens in the chapter. Can you guess its meaning and significance? Everything but Nyx and the arrangement of the words belongs to Hasbro and Lauren Faust. And no, I refuse to make a “all your base” joke. Waaayyy too passe.


	12. Regret

**Chapter 12: Regret**

 

 

Twilight smirked as the shadow glided silently across the ground, unseen by the other two. Rising up as a paper thin silhouette of her, it grew as tall as the sphinx sitting in front of it. The shadow then reached out a “hoof” and tapped Nyx on the shoulder.

She looked over at the thing of darkness, completely unfazed. “Correct,” she smiled at it.

Luna shook her head in amusement. _Intellectuals_. Seeing that they were going to be at their game for some time, she decided to visit with her sister. With a step to the left, and she found herself in the private royal gardens. The soft murmuring of voices, all of which she recognized led her around a hedgerow.

There, she found Celestia and Twilight standing in front her the young mare's suitors as if passing in review. They were all dressed in military uniforms the likes of which have never been seen in Equestria. The dark red with gold trim had a rather nice cut, and a design sense that a certain fashionista mare might come up with. Twilight looked like the Princess's adjutant, festooned in ribbons and gold braid, and levitating a clipboard, nodding at her every word as if it were gospel.

Celestia adjusted her mirrored sunglasses as she whipped her riding crop into her own side smartly. “Gentlemares... what we have here... is a failure... to communicate!” The three mares in front of her jumped with every crack of the crop as she whipped it after every pause. “So... how _looonnng_... were you planning... to wait, hm? How _looonnng_... were you planning on making her wait?” The three mares were visibly sweating now, and Twilight was wiping away a sad tear while trying to bravely hide a sniffle.

Luna for one, had seen enough. She gave a polite cough, gaining her sister's attention. Celestia looked over in surprise before turning back to Twilight who had collected herself once more. “Captain Twilight. It seems Admiral Luna needs my attention. Please be so kind as to run these fillies around the palace until they puke. And then when they're through puking, run them some more.”

The purple mare snapped a smart salute. “Ma'am, yes ma'am!” She turned to the others, shouting, “Alright, you maggots! You heard the Admiral, so don't make me repeat it! _Move_ it, _move_ it, _move_ it!” Immediately, the three took off with Twilight running herd behind them, shouting orders.

Luna shook her head at the solar Princess's eccentricities. “Sister mine, dost thou soothly wish it couldst be thus? By Gar, this doth border on the perverse!”

Removing her sunglasses, the white alicorn looked down at herself as if for the first time in surprise. With a blush, she turned back to the moon Princess. “Luna, you know that controlling one's dreams is a skill that few learn, and one that I have struggled with for as long as we can remember. And in any case, the brain sometimes just needs to let loose sometimes, and what better place than here?” She turned and struck a pose. “Besides, I think this uniform is rather fetching on me, don't you agree?”

Luna shook her head. “'Tia, methinks that sending Twilight avaunt was the best course of action thou couldst have done for her.”

Celestia rolled her eyes. “Oh, lighten up, Lulu. This dream was just my brain's way of blowing off some steam and worry. Honestly, I'd be little worried if something like this _hadn't_ occurred.”

“Zounds, but thou hadst us worried for thee,” Luna breathed a sigh of relief. “Thou art constantly flitting about hither and thither, extinguishing one blaze or another, we were concerned for thy sanity.” She walked up and lightly punched Celestia in the shoulder. “Thou shouldst let down thy mane more often. It is difficult to know whenas thou art being of serious mien or not.” They both watched as Twilight ran behind the other mares, swatting at them with a riding crop to encourage them to greater speeds. “Thou art aware of how much she doth look up to thee? For thou, she mayhap do thus.”

The white alicorn smirked at the thought, then shook her head. “Twilight may admire and want to please me, but I sincerely doubt she would go this far.” In the distance, Twilight had stopped as the three mares were sick behind some bushes. Even from this far away, the noise could be plainly heard, turning both alicorns' stomachs a little. “And even if she would, I could not do this. It would make her less than what she is.”

Luna considered this for a moment. “Dost thou ere regret the course life hath chosen for thine relationship with thy student? Pine for another path?” Silence met her question. It stretched on to uncomfortable lengths, which the younger mare took for her answer. Clearing her throat, she tried a new tack. “So...” Luna began. Celestia crooked an eyebrow at her, silently telling her to continue. “Whom dost thou favor for thine 'most faithful student'?”

They were silent for a moment before the sun Princess said, “Honestly, I'm not sure any one of them can handle her.” The midnight alicorn's eyes went wide as saucers. “Cheerilee is a good personality match, and seems to be best able to keep her grounded best out of the three of them. Captain Spitfire seems most able to get her out of her comfort zone in the library, not to mention they've had a huge crush on each other since they first caught sight of one another years ago.” She sighed as she came to the last contender. “As for Trixie... she's a bit of a mixed blessing. While she's a good match for her intellectually and focus when it comes to magic, her... personality leaves much to be desired.”

Celestia sighed and started walking away, her head hung low. The palace courtyard faded away to the Royal Archives, where another Celestia and a young, purple unicorn filly studied at a table. “I'll grant you, when it comes to Twilight, you'd have to be blind to not see how much she cares for her. That mare loves her so much it hurts to look at them. All three of them, really. They look at Twilight as if she were the last breath of air in Equestria. To be honest, it's a little... scary.”

The dream-ponies froze in place, in the middle of looking at each other. Celestia trotted over to them, and caressed the filly's cheek with her hoof. Leaning down so that the unicorn was looking at her instead of the dream alicorn, tears began welling up in her eyes. “I... I've never told anypony this before, but...” She closed her eyes, leaned down, and touched foreheads with her. “You don't know how many times I wished that she was my child. The crazy plans I had in my darkest moments.”

Luna walked up and nuzzled her neck. “Alack, we all hath such unbecoming thoughts. The true test of character lay not with our thoughts, but with our actions.” They stayed in that position for many minutes.

“She called me 'Momma' this morning.”

Silence descended on the pair. “E- excuse us?”

“She was still muddled with sleep, after being woken at dawn when I rose the sun.” Tears were now coursing down alabaster cheeks, bottom lip quivering.

“She called me Momma.”

Luna draped her forelegs around her sobbing big sister. She could find nothing comforting to say.

 

* * *

 

Twilight awoke groggier than she could ever remember. Her head was pounding, and the scant light peeping through the curtains stabbed lances of pain in her eyes. She tried to say something, but found her mouth and throat so dry that all that came out was a wheezing hack. Squinting, she looked around, and found herself at the center of another ponypile. _How does it always end up like this?_

She struggled to get up, but found her legs too weak to do more than wriggle around. Her efforts however, did manage to wake the others, who woke to similar experiences.

“Oh, my head...” Spitfire said. She  looked around at the others. “Did anypony catch a look at the thunderhead that struck me?”

Trixie just lay on the quilt, whimpering and refusing to open her eyes.

Cheerilee covered her eyes with her forelegs. “Please, not so loud,” she pleaded with a croak. “And turn off the sun while you're at it.” Her own words registered in her brain, and she raised her head up, eyes wide open in shock. “I'm la-” was as far as she shouted before collapsing in a quivering pile.

Twilight finally got her throat wet enough to work. “Hold on girls,” she whispered. “I have an anti-hangover spell that should work here.” She clenched her eyes shut and concentrated... and nothing happened. That is to say, no magic happened. The excruciating pain that burst in her head made the earlier pain seem like a slight annoyance in comparison.

It took a couple of minutes for her to stop seeing stars and find her voice again, unsteady though it was. “My magic... it's gone! Every last... erg of it!” A whimper from Trixie confirmed this.

Spitfire collected her thoughts enough to ask, “So why are Cheerilee and me affected too? We aren't unicorns.”

“But you do have magic. All ponies do, we just manifest it differently.” The lavender mare squinted at the door. “Brace yourselves girls. I'm about to get really loud... I hope.” She took a deep breath. “ _ **SPIIIKE**_!” Regret was instantaneous. Help took a bit longer to arrive.

Several beats later, the door slammed open with a scared baby dragon standing there. “Twilight! What's wrong?” he shouted.

Wincing, the librarian quietly said, “First of all, stop shouting. Secondly, something has drained us of all our magic. Go down to the basement, and bring up the Enneagramatic Ley Line Augmenter. Then, go over to the mayor's office, and inform her that the teacher and back-up teacher are unable to perform their duties today, and execute Plan Delta.” The unicorn winced at another sharp stab of pain before continuing, “After all that, hurry back here. I need you to send a letter to the Princess.”

“I'm on it, Twi!” was all he said before running down the stairs, taking them two at a time.

 

* * *

 

The four mares lay in the center of a nine-pointed star made of silver tubing that lay on the floor. A field of energy surrounded them, while Spike paced nervously outside the field and tried unsuccessfully to get them to drink some water. “Spike,” Twilight whispered for what felt like the twentieth time, “the way we feel right now, even water will make us want to vomit. I know we're dehydrated, but let us absorb some more energy before we attempt it, okay?”

The four of them lay on their backs, a cool, damp washcloth draped over each of their foreheads. The other three gave a small twitch when Twilight mentioned the word “vomit”, but were able to keep the gorge down. Spike slumped down in front of the tray, but had to stand up again when he felt a mighty belch coming forth. He exhaled a gout of emerald flame which coalesced into a scroll. Twilight cracked open an eye as he broke open the seal, a seal she noticed came from Luna, rather than Celestia. A small green pouch fell to the ground when he fully unrolled and read it.

 

  


 

_Dear Twilight Sparkle,_

_We are most distressed to learn of thy condition. We hath consulted with Nyx, and hath determined that belike as not, when thou and thy friends were given thine passes, thy connection to the Element of Magic was in some way affected. The end result was the draining of all magic around thee. Prithee, we rede thou to keepest thyself and thy friends within thy device until thou feel meet. Pray, do not attempt toil of any sort, and certs no magic for at the least, one day._

_To succor thou, Celestia hath sent thee a small pouch of herbs. Steep these in boiling water and drink. Instructions lie within the pouch. Our fondest wishes for thee and thy speedy recovery._

_With love,_

_Princess Luna_

 

  


 

Spike scratched his head in confusion. “I always feel weird reading her letters out loud. It's like I'm not sure if I'm being insulted or not.” He looked up at his boss and mentor. “Didn't you say that Fluttershy was helping her get used to modern times?”

Twilight waved a hoof in his direction. “Fluttershy says that she thinks the way she talks is cute, so she's trying to avoid changing that. Now please, go make that tea before our heads explode or something. We want to be able to go to Pinkie-Pie's party later tonight.”

The dragon picked up the pouch on his way out. “Alright, but what do you want me to do about the mayor's assistant she sent over earlier? Should I send her up?”

“Fine, but warn her to be quiet. I can't be held responsible for my actions right now.” The aggravation in her voice would send most ponies scurrying for cover. Spike, more used to her occasional gruffness, just shrugged and left, closing the door most of the way.

A few minutes later, the blessed silence was interrupted by a soft knocking at the door. A lilac head poked in and spotted the pile of pained ponies. Walking over as softly as she could, the unicorn cleared her throat. “Twilight? Are you alright?”

Twilight moved the washcloth from over her eyes. “I'll be fine, Amethyst Star. We just had all our magic drained. I don't recommend you try it. Ever.”

The pinkish mare shuffled her hooves a bit before saying, “The mayor sent me over to get a more detailed report. All Spike said was, and I quote, 'Twilight and Cheerilee down, can't teach today, plan delta, more later,' then ran off before we could even ask anything.”

The lavender mare tried to smile, but just couldn't find the energy. “Sorry, that was my fault. I told him not to dawdle. We'll be fine, and should be back to normal in time for us to perform our duties tomorrow. Please tell Mayor Mare not to worry.”

Amethyst Star nodded and started backing away. “I'll do that, ma'am. Get well soon.”

She was stopped when Twilight called out to her. “Amethyst? Could you tell your little sister Dinky Doo that I'm very proud of her progress. She shows a lot of potential. You and your parents are doing a wonderful job bringing her up.”

The lilac filly blushed. “Thank you, ma'am. We're really proud of her, too. I'll be sure to pass on your message. Both of them.” She smiled widely as she quietly backed out the door again.

Twilight smiled as she lay back down and replaced the damp cloth over her eyes. “Sweet filly. Definitely going places.”

 

* * *

 

“Twilight, are you sure about this? You were in the recharge thingy longer than all the others, and you're still wobbling around.” The concern in Spike's voice made the other three mares glance at her in worry.

“You don't have to go if you still don't feel well, Twilight,” Cheerilee agreed. “I'm sure Pinkie would understand.”

A gravelly voice to her right put in her own two bits. “Agreed. If she's as good a friend as you think, she would understand. You _do_ look a little green around the gills.”

“Trixie agrees as well. You should not push yourself beyond your limits, Twilight Sparkle,” said the blue showmare.

Twilight sighed and shook her head as they walked through the streets. The group was drawing stares and whispered conversations, which Twilight presumed was because of Trixie. “Everypony, while I appreciate the concern, I'll be fine. I'm not going to do any dancing or magic, so as long as I take it easy, there's no reason why I shouldn't go to Pinkie's... whatever party.” She still marveled at how a mare could throw a party over literally nothing.

“You can bet that if we _have_ to go, we're going to keep a close eye on you. Last thing you need is to collapse from stubbornness.” The small dragon gave her a glare that showed he meant business.

Twilight took a little offense to this. “Spike, I am _not_ stu-”

“Hon,” Spitfire interrupted with a hoof on her shoulder, “you _so_ are.”

Cheerilee nuzzled up to her neck. “It's okay, though. We think it's adorable.”

“In small doses,” Trixie added.

Utterly defeated by friendship, Twilight hung her head as she walked. “Fine. But know this! I will have as many rose cupcakes as I can stand, plus one!” she said in a ridiculously over-the-top villain voice. Or rather, in as much as she could manage in her current condition, which only made her look silly.

Three mares' hearts went aflutter, eliciting sighs of affection. The ponies watching them discreetly giggled into their hooves. Spike, just rolled his eyes and opened the door for them to enter Sugarcube corner. They walked in and had to do a double-take. Was this the right place? Instead of the brightly lit bakery they had expected, it was moodily lit with scattered candles. Several tables had been set up as a buffet around a central dance floor, and four ponies playing classical instruments sat in one corner, quietly performing... was that [_Every Breath You Take_](http://www.youtube.com/watch?v=LaB2b_Fkf58) by the Ponylice?

Cheerilee's jaw dropped at the flawless rendition of the song, Twilight's and Spitfire's dropped because they saw Vinyl Scratch playing a violin together with Octavia on her cello. Trixie and Spike were simply amazed at the subdued atmosphere of the party. _I guess she was listening when I said that a quiet party would be all Twilight could stand tonight,_ the little dragon thought to himself.

“Hors d'ourves?” All four ponies and dragon were surprised by the voice, and turned to see Berry Punch dressed as a snooty waiter, holding a platter of bite-sized cupcakes, cookies, and other assorted pastries, all speared by toothpicks.

Cheerilee found her voice and immediately asked, “Sis? What are you doing here? And dressed like that?”

The wine-colored mare winked at her. “Pinkie said that she needed some help hosting a private party for Twilight, and I volunteered.”

“But what about Berry Pinch? It is a school night.” She couldn't help it. The teacher in her refused to be put away, even for a night.

Berry Punch gestured with her head towards the stairs. “She's upstairs asleep in Pinkie's bed for now. I'll take her home after the party.”

“How you like the party, girls?” Pinkie-Pie's boundless energy, which both invigorated and exhausted everypony she met, was in attendance as she greeted the group still standing near the door. She grabbed Twilight's hoof and pulled her over to the buffet, the other mares trailing after them like baby ducklings following their mother.

“Pinkie, how did you manage to get Octavia here? And playing these songs?” They had moved on to a rendition of the Foal Fighters' [_Everlong._](http://www.youtube.com/watch?v=8rOeMmGg6yE)

The party pony smiled. “Silly filly. I just told her that Vinyl would be here. It was simple after that.”

Now that she mentioned it, Twilight noticed that the two kept looking at each other as if to say “Oh, yeah?” The way the two of them were playing it was almost like they were daring the other to try and keep up. “And how did you get Vinyl Scratch to play a violin? I didn't even know she _could_ play one.”

“Simple. I told her that since Octy was improvising all contemporary songs, she could improvise playing that too.”

Twilight's eyes grew almost as big as her head. “You mean that all of that is _improvised_?”

Pinkie-Pie nodded. “Yupperoonie! Pretty good, huh?”

The other mares were left with their mouths hanging open. On their stage, the quartet jamming along, the mare on the other violin was even banging her head gently. Further conversation with the pink mare was halted, when Rainbow Dash swept her marefriend off her hooves, and took her to the dance floor. They stood on their rear hooves, Pinkie-Pie's forelegs draped over Dash's shoulders, while her mare's forelegs rested on Pinkie's hips, pulling them close together. It was only due to the pegasus using her wings to balance them, that they didn't fall over. Their eyes however, were firmly glued to each other's.

As Applejack and Rarity joined the dance, Twilight looked over to Spike. “I'll be fine as long as I pace myself. I just _have_ to dance to some of these songs, or I'll hate myself for missing out on the opportunity.” She grinned at him. “How many ponies can say they danced to music like this?”

The little dragon just threw up his claws in disgust and walked over to the punchbowl. Looking back as she took to the dance floor, Twilight said, “Come on, girls! Let's cut a rug!” However, with eight ponies in such a confined space, it was inevitable that they would start bumping and rubbing against each other. The two established couples tried their best to give them room, but Twilight's suitors were ignoring the extra space that was given up for them. Instead, they danced even closer, working all four of them up into a lather.

Finally, Twilight could take no more, and on wobbly legs, trotted over to the wall where some sitting cushions were lined up. Plopping down on one, she fanned herself with her hoof. Cheerilee put a hoof on the unicorn's forehead. “Goodness! You're burning up! Twilight, we told you not to overexert yourself.”

“Trixie shall fetch her some punch,” said the azure mare, and before anypony could protest, left to put thought into action.

Twilight shook her head in bemusement. “I'm fine girls, really. I just need to rest for a bit.”

Spitfire answered, “But you're still pretty badly drained, hon. You need to take it easy.”

Unseen by the three by the wall, but not everypony else in the room, Trixie surreptitiously took a sip of the cup she had filled before bringing it over to her. “Here you are, Twilight. Drink up. You need to rehydrate still,” she said as her magic put the cup in the lavender mare's hooves, the side already drunk from facing Twilight. She did a little victory dance inside her mind when the mare's lips touched where hers had been exactly.

Reinvigorated, Twilight stood again, and waved over Berry Punch with the tray of snacks. “By the way, Berry, you're overdue on those books you borrowed. Two weeks overdue.”

The plum earth pony looked surprised. “Am I? I'm sorry, I'll bring them by tomorrow, promise.” She looked a bit nervous as she asked, “How much is the late fee?”

The unicorn waved off the question. “Just bring them by tomorrow before closing, and it'll be fine.” She put a hoof to her chin in thought. “Although, I have to say that I'm surprised at how many ponies Spike said wanted to check them out. Who would have thought that _Gambling Rings for Dummies_ and _Skewing the Odds for Fun and Profit_ would be such  popular titles?”

Berry Punch gave a nervous smile and looked over at her sister. “Yeah. Funny, huh?”

Cheerilee gave her a flat look. “Hilarious,” she deadpanned. “Excuse us, Twilight, I need to speak to my sister,” she said, then glared at her sibling, “ _alone._ ” As she walked past her, she grabbed Berry Punch's tail with her teeth, dragging the mare backwards to a corner.

Twilight smiled at them. “I remember doing that to Shining Armor more than a few times. Always nice to see another pony take late fees as seriously as I do.”

In the corner, Cheerilee glared at Berry Punch. “What was that? _You_ started that pool?” she hissed angrily.

The wine-colored mare hissed back just as viciously, “Hey! Somepony was going to do it eventually, so why not me? 'Sides, like I told you yesterday, tuition fees are expensive! Especially for a pony as talented as Li'l Berry!”

“But _Skewing the Odds_? Are you insane? Do you know what they'll do to you if you're caught?”

Berry Punch gently shook her head and smiled. “Relax, I got this covered. I'm going to talk to Spike tomorrow and offer him a little something to 'lose track' of those books. With what I'm going to clear with this deal, I can afford to throw a star sapphire or two his way to make sure that nopony ever finds out.” She smiled as her gaze went to the stairs and the filly asleep upstairs. “Anyways, when it comes to my Li'l Berry, I'd do a lot worse for her benefit. A _lot._ ”

Cheerilee facehoofed and sighed in frustration. “Just... just make sure you _aren't_ caught, okay?” At her sister's solemn nod of agreement, she sighed again. “I'll try to get Twilight out of there tomorrow at noon for lunch. Come by the library around then to have your little talk with Spike, okay?”

Berry Punch hugged the teacher. “Thanks, little sis. I knew I could count on you.”

  
**Author's Note:**

Man, this one was rough! The first half flowed out pretty well, but after that, I hit a wall several times. I'm just glad I could bring this chapter to a somewhat decent conclusion. I don't know about you, but writing Celestia's scene brought a lump to my throat. Sorry if it did the same to you, but I did warn you in my blog. I almost left out the scene with Amethyst Star as superfluous, but decided to leave it in. I think it adds a little personality to the story. Shows that other things are going on around the main protagonists that have little to nothing to do with the main plot. Anywho, everything here but Nyx and the arrangement of the words belongs to Hasbro and Lauren Faust. Those two things are mine.


	13. Awareness

**Chapter 13: Awareness**

 

 

If there was one thing that could be said for Pinkie Pie's parties, is that even the slow ones were never dull. Whether it was waltzing to Oasis' [_Wonderbolt Wall_](http://www.youtube.com/watch?v=G5c3bWaMPbU)or tangoing to Mare Gaga's [_Just Dance,_](http://www.youtube.com/watch?v=I48Pwwc2VAo) Twilight was glad she came instead of reading alone at home as she normally would have done. Everypony (and dragon) seemed to notice that three mares refused to dance with anypony other than a certain purple mare. Everypony that is, except one. Those three mares seemed to be in some sort of almost violent contest for her attention, a war all of them were losing since she never seemed to notice how hard they were vying for it.

That's not to say a good time wasn't being had by all, far from it. By the end of it, all attendees left with smiles on their faces. Despite repeated warnings from her friends, Twilight had exhausted herself and had to be carried back home on Cheerilee's back. “Are you sure it's no problem, Cheerilee? Twilight is a bit on the heavy side, even if she's a bit on the small side. I keep telling her to get out and exercise more but...” Spike asked with embarrassed concern.

Cheerilee shook her head. “She's not heavy, she's my friend, Spike. As they walked, Cheerilee thought back to the last time she had to carry Twilight around like this. True, she was less drunk, and more exhausted this time around, but the familiar warm weight, and the scent of the librarian made her smile, and she welcomed this burden all the same. Unbidden, a daydream started in her mind, one where she and Twilight taught side-by-side.

_In her mind's eye, they stayed after class one day, working well into the afternoon grading papers. As she reached for another test to grade, her hoof and Twilight's touch, and they both withdraw with a blush. “Go ahead,” she says._

_Twilight says nothing, but instead picks up a paper without taking her eyes from Cheerilee's. She brings it up to her face so that only her eyes and the top of her head could be seen. The mare's eyes close to a half-lidded state, giving her a sultry look._

_Cheerilee gulps and tries to return her attention back to the papers, but found Twilight's hoof on her chin, refusing this action. Her eyes slowly make their way back to meet Twilight's, and are forever captured there. The paper dropped, unnoticed. It seems to the teacher that her friend's eyes are getting bigger, but that can't be right. That's when it hits her. Twilight's nose makes contact with her own._

_Now literally nose-to-nose, Cheerilee can feel her heart thudding against her rib cage, trying it's hardest to escape. She tries to say something, anything, but her breath catches in her throat. Her entire world now consists of those wondrous limpid pools before her. Twilight closes her eyes, so she does the same._

_The electric touch of Twilight's lips courses through her as they meet with her own. She can swear that her heart stops beating, only to start up again with a redoubled cadence. Cheerilee's lips part in astonishment at the intensity of the feelings, and is surprised once again to find Twilight's tongue slithering past the guardians of her mouth. Tentatively, the teacher's tongue touches the tip of the invader, sending a shiver down her spine. That touch is not enough, however. She wastes no time in wrestling with Twilight for control over her own mou-_

“Hey! We're here!”

The scratchy voice pierced through Cheerilee's mind like a hot knife through warm butter. Blinking, she looked around at her surroundings as if waking from a dream. The library door stood open, waiting to admit her, an amused Spike holding it open. To her left stood a vexed Spitfire, one hoof tapping the ground impatiently. She looked to the right to see an equally vexed Trixie, quietly grinding her teeth.

Before Cheerilee could walk in, a light blue aura surrounded Twilight, relieving her of the slumbering burden. “Trixie will take it from here. We wouldn't want Twilight to fall off of your back as you ascended the stairs, after all.”With her nose in the air, the azure mare trotted past her, an unconscious Twilight following in her wake.

Spitfire flew past them all and up the stairs. Once she reached Twilight's room, she began setting up the pallet for the night. She was finishing up when Trixie walked in with the levitating Twilight, followed by Cheerilee and Spike. The little dragon just watched with amusement as the three took up their positions for the night by some unspoken agreement. As he closed the door, he shook his head, laughing to himself.

 

* * *

 

Twilight opened her eyes to find that for the first time in days, she was alone. Her favorite blanket from her bed was covering her, and the sun streaming through the curtains let her know that it was nearly noon. The grumbling of her stomach agreed with this assessment, so she yawned and stretched, trying to come alive. Progress was halted when all four legs locked up with intense cramps. She hissed in pain and curled up into a fetal position, praying to Celestia to make the pain go away.

Finally, the pain subsided enough that she was able to uncurl and take some deep breaths. _Oh my stars, what was_ that _all about?_ She thought back to yesterday, and all she could think of was dancing until she fell exhausted. _Perhaps that was it? I was just drained of magic the night before, and am not feeling one hundred percent yet._

Cautiously, she stretched a leg out until she felt the beginnings of the cramp returning. Using that as her new limit, she slowly took to her hooves in a five minute long exercise in caution. With extreme care, she wended her way down the stairs, feeling her muscles ache with a dull throb. Coming into the main lobby of the library, she was greeted by the sight of Trixie and Spitfire glaring at each other as they shelved some books. “Good morning,” she chirped at them. “Or should I just say 'good day'?”

They both turned to her in surprise. “Twilight!” Spitfire said.

“How are you feeling?” Trixie asked.

Stepping gingerly, Twilight made her way over to them. “Sore, but much improved, overall.” She nodded towards the books in their grasps. “What's going on here?”

“That is our fault, I am afraid.” Startled by the new, cultured voice, Twilight turned to see Octavia and Vinyl Scratch. The gray earth mare stepped forward saying, “I was trying to prove to my... colleague here, that all those songs we played at the party last night draw their roots from classical pieces. That is why the translated so well to a string quartet.” She sighed and gestured to the books held by Twilight's house guests. “Unfortunately, there seems to be somewhat of a dearth of musical history texts here.”

Vinyl Scratch came forward, bumping Octavia out of the way. “She just can't stand to lose, that's all. Nice moves on the dance floor last night, by the way. Never seen three ponies try to tango with a fourth before. They must really think the sun shines out your-”

Octavia bumped the white unicorn away, regaining her old spot. “You would not happen to have any _other_ musical history books here, would you?”

“Have you tried the reference room?” Twilight gestured to a closed door behind her.

Vinyl Scratch's face dropped when she heard this. “Reference room? Just how many rooms does this place have?”

With a smile, Twilight eagerly said, “Besides the main lobby here, there are three rooms open to the public. And the ground floor restroom, of course.”

All four of the other ponies appeared shocked at this. “But wherever do you find the space? The tree does not look _that_ large from outside,” Octavia questioned.

“Extra-dimensional spaces, of course,” Twilight cheerfully supplied. “Why, this room alone is larger than the outside diameter of the tree. It's a natural property of the tree itself. Though to be fair, 'natural' is not something one could apply to this tree. You see, it all started about-”

She was stopped by Spitfire putting her hoof on top of Twilight's. “Hon, as interesting as that might be, they're here to find those history books.”

Twilight looked slightly downcast for a moment. “Oh, right. Sorry. Well, if you follow me, I'll show you the way.” With that, she trotted off to the indicated door, totally forgetting about her aches and pains from earlier.

“Trixie does not like the way you address Twilight Sparkle.”

Spitfire turned to the glaring azure pony. “Well, seeing as she seems to have no problem with it, I don't see how it's any concern of yours,” she quipped with a smile.

Trixie walked forward until they were forehead to forehead. “Trixie will not take second place in Twilight's heart to anypony. Not to you, not to that plain teacher, _nopony_.”

“Then you're in for a shock,” Spitfire said through a grin. She was about to reveal what she had read in the diary, but stopped herself and shook her head. _Twilight gave me a second chance! I can't mess up again like that or I really will never have a chance with her._ “Trust me, she's far more into me than she is with you.”

Though perturbed by the confidence in her rival's voice, Trixie didn't let it show. “And just what, praytell, are you basing _that_ claim on? Trixie truly doubts that you have shared anything as... intimate as what we had a few days ago.”

Spitfire arched an eyebrow at her. “Oh, really? Such as?”

Trixie sniffed as she turned her nose up at her. “Please, a _lady_ never does anything so _gauche_ as to stoop to common gossip.”

The Wonderbolt was ready to dismiss her as bluffing, but something in the way she carried herself and spoke of the supposed event, gave her pause. What really worried her is that she had just been told, in essence, that Trixie won't “kiss and tell”. Trying to play off her fear as nonexistent, Spitfire rolled her eyes. “Pfft. Whatever.”

Satisfied that she had put the pegasus on the defensive, Trixie smirked. “Whatever indeed. _When_ Twilight chooses Trixie as her companion, let that 'whatever' keep you warm at night.”

Further conversation was halted by the reemergence of Twilight and her library patrons. “So you see, it's not too far off to say that most, if not all modern music owes everything to the classical composers.” Twilight was on a roll, and had an enraptured audience.

“But what about house?” Vinyl Scratch asked. “You can't seriously expect me to believe that house music owes anything to those stuffy old composers like  Beat Love-in?”

Twilight smiled as she answered, “Well, house and techno are modern offshoots of disco, right?” The white unicorn shuddered, but nodded reluctantly. Octavia grinned at this. She absolutely loved it when somepony mentioned how the deejay's music originated with the now dead music style. “Well, disco itself draws heavily from funk, which has its roots in jazz, and more importantly, R&B. R&B in turn comes from gospel, which are religious choral arrangements to the Princesses' glory. These choral arrangements were written by composers such as...”

Vinyl Scratch sighed and hung her head in defeat. “... Beat Love-in.”

The librarian laid a hoof on her shoulder. “Don't feel too bad. I myself, never realized just how much influence those old composers have over modern music until my friend Lyra got me interested in studying them back in college.”

Octavia put a foreleg over the deejay's withers. “Come on. I shall buy you dinner to make up for shattering your world view.”

Vinyl Scratch looked up with hope in her eyes as they walked to the door. “Tofurgers and hayfries?”

The cellist shook her head in dismay. As the door closed, she could be heard to say, “One of these days, I am going to teach you to eat healthy like a normal pony.”

Spitfire turned to her hostess. “Twilight, I need to go out. There's some letters and things I need to send, and some other stuff to take care of. I shouldn't be gone long, alright?”

Trixie brought her hoof to her chest saying, “Trixie, too must abscond for a short time. There is a small matter or two that requires her direct attention.”

The lavender mare sighed regretfully. “Unfortunately, I can't escort you girls today. Cheerilee asked me last night to come around to the schoolhouse about noon for a power planning session over my curriculum. She thinks we can streamline it and boost its efficacy by eleven percent!”

Spitfire and Trixie shot each other worried glances, wondering just when Cheerilee was able to find enough alone time with Twilight last night to ask this of her. Even more prominent were their fears at just what she planned to do today. “That's... great, Twilight. Perhaps Trixie will be able to finish what she needs to do early and will be able to join you?” the showmare ventured.

Twilight brushed her cheek along the unicorn's neck. “Aw, there's no need to rush on my account, Trixie. Just make sure you do what you need to do, first, okay?”

The blush on Trixie's face would have been noticeable if Spitfire hadn't stolen her attention right at that moment. “It's no trouble at all. I'll be there too. We agreed to help you with this project after all. It's only right that we be there for you.”

A blush spread across Twilight's cheeks, sending a thrill through her two friend's chests. “Aw, thanks, girls. I really appreciate all you're doing for me.” She walked up to Spitfire and brushed her cheek along her neck as she had done with Trixie. “It really means a lot to me.” With that, she walked to the door, leaving a pair of lovestruck mares in her wake. “I'll see you two later at the school, then! Spike, you're in charge of the library until I get back!” she shouted out. A grunt of acknowledgment was all she got in return.

 

* * *

 

To say that Cheerilee was having trouble concentrating lately would be a little like saying that water can under the right circumstances be a little damp.  Ever since she had started spending the night with Twilight (oh, how she loved the sound of _that_ , regardless of the reality), she found herself either daydreaming about their possible future together, or dwelling on memories of the mare. Currently, she was locked in the throes of the latter rather than the former.

 

* * *

 

It was a wonderful summer evening for a walk. There were no papers to grade, only a few children underhoof, and the stars appeared to be in fine form tonight. Best of all, she had some delicious apple danishes fresh from the Apple family cart, and she had even said hello to the cute new librarian! Oh, how she longed to say more than “hi” or “good afternoon” to her. “Would you like to spend a romantic evening with me” came to mind. As did “spend the rest of your life with me”. Loosing a rueful sigh at her own cowardice, she resolved to do just that next time. _Ch'yeah, right._

Cheerilee turned the corner to her house, and was nearly bowled over by a tiny purple dragon barreling down the street. “Twilight! Twiiiliiight!” he shouted. He ran past her so fast, she was left spinning in place.

_What's got him so riled up?_ Her question was answered when an enormous, translucent, blue, bear-like creature reared up right behind her house. It opened its mouth a let loose a roar that split the peace of the night asunder. The poor teacher couldn't even form coherent thought in her mind. The wild beating of her heart drowned out everything else.

Cheerilee's jaw dropped, letting the bag of danishes fall to the ground She stood there in shock as the beast placed its front paws on the roof of her home, ready to crush it to splinters. As it was about to put its weight down, a purple blur raced past her and around the corner _towards_ the angry creature. _Was that Twilight?_

Startled into action, Cheerilee galloped around the corner and peeked at the action. Twilight was bravely facing the creature head on with her horn glowing its purple aura, but at a hundred times the normal intensity. A gentle breeze picked up out of nowhere, carrying with it a soothing melody. The music soothed the raging beast with its entrancing notes. The bear swayed on its feet, looking very unsteady.

The intensity of the light coming from Twilight's horn trebled, but with no immediate visible effect. When the water tower-turned- milk bottle appeared, and the creature was safely levitated off the ground, the mystery was solved, and the incredible strain on Twilight was beginning to show. The unicorn didn't even slow down however, as she flew the beast off into the night, presumably to its lair in the Everfree forest once again.

It was only then that Cheerilee realized that she had been holding in her breath. Inhaling deeply, she slowly walked out to thank the mare who had definitely saved her home, and quite possibly her life. Unfortunately, she was surrounded by her friends and fellow townsfolk, blocking her from view. She could hear the unicorn doling out punishments to the two foals responsible for the near-disaster, but felt that she was far too light with them, and promised herself to talk to the mayor in the morning. For now, she was just too exhausted, both physically and emotionally to deal with anything further.

 

* * *

 

“Cheerilee? Are you alright?”

The teacher shook herself free from her thoughts to see the same mare she had been thinking of standing in front of her. “Twilight!” She looked around the playground where the foals were spending recess, and breathed a sigh of relief. “Sorry, I was a million miles away,” she apologized.

“So what's the weather on the moon right now?” Twilight quipped.

It took a moment for the earth pony to catch her meaning. “Huh? Oh, heh heh. A bit dry at the moment,” she said as she playfully stuck out her tongue.

“I hear that!” they say in unison, then chuckle to each other.

After a moment, Cheerilee asked, “Twilight, do you remember when the Ursa rampaged through town?”

Twilight rolled her eyes and smiled. “Kind of hard to forget a two-story tall star bear making a mess of one's neighborhood. Why do you ask?”

Nervously pawing at the ground, Cheerilee answered, “Well, I've never told you this, but that house it was about to crush when you came along was mine.” Twilight gasped and her eyes went wide. “See, I... I've never thanked you properly for that. Nor the times with Nightmare Moon, and Discord, and all the minor things you do around town that help us all so much.”

She was leaning forward now, the air between them charged with a strange energy. “I know it would be poor repayment for all that you've done for us, but the mayor  and I had a talk this morning and she agreed that as a small token of thanks from the town, we were wondering if you would like to run the Science/Magic fair this year?”

It was somewhat of a problem getting that meeting with the mayor, since it had to occur before she was normally up, let alone in her office. However, a persistent, sustained knocking on her front door until the bleary-eyed mare finally answered and agreed just so she could return to her much-deserved rest saw her through.

Twilight's eyes grew as wide as plates and started sparkling. “Really? You mean it? YESYESYESYESYESYESYESYESYES!” She was so excited, that she began doing cartwheels all around the maroon mare, ending with a rib-crushing hug. “Thank you so much! This is at least ninety-two percent as good as teaching!”

The excited unicorn suddenly realized what she was doing and let go of her friend. Taking a few steps back, she sat on her haunches and coughed into her hoof as nonchalantly as she could. “*ahem* Sorry. I would be delighted to oversee the fair,” she said in a studied monotone with a blush encompassing most of her face.

Cheerilee lay on the ground where she had landed, catching her breath. She looked over at the foals in the playground, who were all now intently playing their games without a single one looking over at the amusing display of exuberance. The teacher stood up and brushed the dust off of her coat. “Yes, well, I'll bring over the paperwork tonight so we can go over the rules and any suggestions you might want to make. The fair itself isn't for four months, so there's plenty of time to prepare.”

“Yes, of course. I look forward to it,” the lavender unicorn said in a carefully professional voice.

Cheerilee smiled at  her. “Then that leaves just one small matter, that of my personal thank you for saving my life and home.” Twilight cocked her head to the side, wondering where this was going. “I... I know it's not much, but, I would like to take you out to dinner this Saturday. Just you...” She walked forward until their faces were just inches apart. “... and me.”

 

* * *

 

Trixie paced back and forth in a tizzy as Rarity looked on. “Trixie just doesn't know, Miss Rarity! She was thinking Elkton John, but do you really think that would better convey the message than [_Your Song_](http://www.youtube.com/watch?v=mTa8U0Wa0q8) ?”

The seamstress smiled ruefully at the showmare. “ _Dar_ ling, of course it will work better. Trust me on this, Twilight simply _adored_ that movie. Cried at it, even.” She suddenly put her hoof over her mouth. “Oh! Please don't tell Twilight I said that. She won't speak to me ever again if she found out.”

The azure mare rolled her eyes. “Please, give Trixie _some_ credit. She knows when to keep her mouth shut.” She looked a little unsure as she said, “But Trixie is uncertain she can attain _and_ hold the high notes for as long as is required. This song is so... challenging.”

Rarity waved a dismissive hoof at her. “Oh, don't worry about it. I can show you some breathing tricks that I taught to my little sister. From what Fluttershy told me, it has given her quite a set of lungs. As a bonus, it will do _wondrous_ things for your... posture” She sidled up to the trembling mare and gave a her a conspiratorial wink. “Trust me. When you sing this song to Twilight, she will positively _melt_ in your hooves.” Rarity whispered the word “melt” in Trixie's ear, sending a shiver down the blue mare's spine.

 

* * *

 

“Come on, Lyra, you went to the same magic college with her in Canterlot, surely you know some ponies who can help.” Spitfire got down on her knees (not an easy feat for a pony unless they were _incredibly_ limber), and put her fore hooves together. “I'm begging you, please!”

The mint green mare looked down at her in embarrassed anger. “You're making a foal of yourself is what you're doing! Now stand up like a mare!” she hissed at her. “If Bonbon saw us like this, she'd-”

“She'd, _what_?”

Turning around wearing a fake grin, Lyra shrilly said, “Bonbon!” Her grin dropped when she saw the fury in her love's eyes. “It'snotwhatitlookslikeIswear!”

“Really?” The cream mare trotted over to the still kneeling pegasus. “Because it looks to me like you're refusing a mare in need some help.”

Lyra blinked pointedly. “Okay, maybe it _is_ what it looks like.” Her marefriend continued to glare at her. “But it's not because I don't want to, she wants...” She whispered in her ear for moment.

Bonbon grabbed the unicorn's horn until they were eye-to-eye and viciously whispered, “Now you see here, missy. I don't care if you _do_ have to leave town for a few days. That mare is in love. Are _you_ going to be the one who stands in her way? What would _you_ have done if somepony could have helped _us_ get together, but didn't lift a hoof because it would cause them a minor inconvenience?”

The earth pony grinned at her. “Besides, Do you honestly think I'd let you go _there_ alone? Into _that_ nest of harpies?”

“I love you,” Lyra whispered with conviction.

“I know,” Bonbon replied.

  
**Author's Note:**

Part of me wonders if I should make these references easier to spot, but then I think “... Nah!” I want it known that I do not condone the replacement of perfectly good beef with ::shudder:: _bean curd_. If that's your bag, then more power to yah, but leave me with my delicious cholesterol. I just needed something like it that ponies would be likely to eat, since cows in this world seem to be, you know... _sentient_. Anyway, for those who don't read my blog, my next few updates may be a might late. For further information, I refer you to there. All disclaimers apply here. The only thing I own here is the arrangement of the words, all else is Hasbro's and Lauren Faust's.


	14. She Said Yes!

**Chapter 14: She Said Yes!**

 

 

The door opened, admitting the plum mare, who looked around for any signs of life. “Hello? Anypony at home?”

A small head poked out of the adjoining kitchen, and took notice of the mare. “Oh, Berry Punch! Are you here to return those books?” Spike asked.

She pulled them out of her saddlebags with her mouth and stacked the books on the floor in front of her, then placed a hoof on top of them. “Yeah. Listen, Spike, I have a sort of large-sized favor to ask of you.”

“What is it you need?”

The mare hemmed and hawed for a moment. “Um, well, I was kinda, you know... hoping that you might could maybe...” The dragon looked at her in confusion. “Could you sorta 'lose' these two books somewhere in the library?”

Spike looked at her if she had grown another head right in front of him. “What?” he asked incredulously.

Berry Punch groped for the right words to say. _This is harder than I thought it would be._ “See, I used what was written in these books, and if somepony in town were to find out, it might cause some... trouble. For me, that is.”

“I dunno, Berry. Twilight got _really_ sore at me when I accidentally burned a book she needed.” he replied. “Considering how seriously she takes this job, I'd hate to think of what she'd be like if I 'lost' some books that other customers have been waiting for.”

The earth pony settled onto the floor with her legs folded underneath her, bringing her to Spike's eye-level. “Please, Spike? I'll make it worth your while.” She dug around in her saddlebag and brought out a small velvet bag, dropping it into his paw.

He prized open the drawstring and gasped at what he saw. “Star Sapphires? They must have cost you a fortune!”

“And they're all yours if no copies of these two books are ever seen or checked out of this library for the foreseeable future,” Berry Punch said with a conspiratorial wink.

Spike wiped the drool from his chin. Without taking his eyes from the pawful of gems, he said, “What books? Do you know how easy it is to lose a book or two when they go out of rotation and are stored in the basement?”

Berry Punch's devilish grin threatened to take in her whole face. “So glad we understand each other, Spikey my boy!”

 

* * *

 

As spitfire trotted down the street, she was trying to come up with a way to thank Bonbon and Lyra for all their help. _Maybe_ they'd _like season tickets to Wonderbolt shows?_ Her peaceful contemplation was broken by a cry of distress behind a house. “Stop it! What happened was your child's fault!” The pegasus immediately recognized the voice and dashed around the corner to have her suspicions confirmed.

An azure unicorn mare stood behind a magically erected shield, yelling at a yellow stallion unicorn, who was telekinetically throwing mud at her. “Please, stop! Trixie did not tell your son to go find that Ursa! Neither is she to blame for his poor upbringing!” This had the predictable effect of angering the stallion even more, and he began lobbing rocks in addition to mud.

Spitfire had seen enough. She ran in between them with her wings spread. Facing the yellow unicorn, she yelled, “You should be ashamed of yourself! Attacking a mare like this? What has she done to warrant this kind of treatment from you?” She looked at his cutie mark which appeared to be a slug waving a checkered flag, but that didn't give her any clue as to his identity.

“That bucking mare lead my colt astray. She gave him the idea that he should bring an Ursa to town for her to tame! And when she couldn't do it, she ran off!”

“Sir, I heard the story from Twilight Sparkle herself, and she tells it a little different.” Spitfire was trying to keep calm, but she could not ignore the discrepancies between the stories. Trixie was both amazed and confused why her rival would help her out this way, but let her do the talking, since all she could do right now was anger the father.

“I don't care what that little self-important, highfaluting, puffed up, overblown, la-di-da, fancy pants told you. She thinks she knows everything, well I'll tell you, she don't know nothing about any- whoa!” Further insults were halted when a pink aura surrounded him and lifted him upside down off the ground.

Trixie, with her horn aglow, trotted over to him, fury building in her eyes. “How _dare_ you! You can say what you like about Trixie. You can throw mud and rocks, or even rotten vegetables at her. You can even laugh at her when she's at her lowest ebb. But you don't ever, **_EVER_** insult Twilight Sparkle.” He appeared surprised, but far from cowed.

“You know, I don't think he's taking your warning to heart, Trixie.” Spitfire glared at the stallion as she rolled her head, eliciting several cracks from her neck as she did. Her wings were flared out to their fullest and trembled with rage. Both mare's tails were held high and twitched spasmodically. As they approached menacingly, terror took hold of his eyes.

 

* * *

 

As the two satisfied mares walked off, a backdoor to a shop opened up. A blue mare with a two-toned blue mane looked out. “What was all that noise about?” She glanced left and right, noticing two yellow, flailing legs poking out of a dumpster. Walking over, she glanced into the dumpster, and saw the stallion face down in the garbage. “What the hay?”

 

* * *

 

The two walked along in silence until the azure unicorn broke the silence. “Why did you help Trixie? You and she are... perhaps not enemies, but certainly not friends. It has always been Trixie's experience that nopony but Twilight cares for her. So... why?”

At her declaration, Spitfire looked a little.. hurt? However, it quickly passed. “I don't like seeing others persecuted for something that isn't their fault.” Her gravelly voice was a little more gruff than usual. “I'm always getting onto Fireflash about that, but she never seems to learn. She's a talented wingmare, but far too quick to lay blame.”

Trixie considered her answer for a moment. “Tri-... Thank you for your help. Though I could have easily handled him alone, your assistance, and the sentiment behind it, is appreciated.” Spitfire nodded wordlessly, and they continued walking towards the school.

A pregnant silence passed between them until they arrived at the school. The crested the small hill, which overlooked the playground where the foals frolicked. They could see them at their games, but there was only one game that interested them, and that was the one Cheerilee seemed to be playing with Twilight. They were far too close for comfort, and as they approached, they could hear the tail end of their conversation.

“I would like to take you out to dinner this Saturday. Just you...” Cheerilee closed the distance until their faces were just inches apart. “... and me.”

Trixie and Spitfire loudly and obviously coughed. “ _ **AHEM!**_ ” Twilight and Cheerilee jumped apart as if a snake had just popped out of the ground and started yelling at them in Griffish.

Cheerilee looked at the intruders with a mixture of anger and embarrassment. They just looked at her with anger. Without taking her eyes from her, Spitfire said, “Twilight hon, I think that Trixie, Cheerilee and I need to have a talk. Alone.”

Twilight looked like she had just walked in on her parents having an argument. “Oh, um, a- alright.” she said in a small voice and slowly walked over to the swings towards Dinky Doo.

The three suitors walked off a distance to stand in the shade of a tree. “I think we need to establish some 'rules of engagement', as it were,” Spitfire announced without preamble.

“Agreed,” said Trixie.

“Such as?” posed Cheerilee.

“First of all, no sabotaging each other, even by omission,” Spitfire began. The other two nodded in agreement. “Secondly, if one of us manages to land a date, the others must at least be given a chance to ask her out before asking for another.”

“Trixie thinks that it should be catch-as-catch-can, but Twilight should have final say in with whom she dates.” The others nodded agreement. “That being the case, Trixie would like this Friday night to ask Twilight out on a date.”

“Hey!” Cheerilee did not like being one-upped like this.

The golden pegasus laid a hoof on her shoulder in restraint. “It's only fair, since you went and arranged something for Saturday. Besides,” she added with a smirk. “My surprise won't likely be ready by tomorrow anyway.”

Cheerilee grumbled at this. “Fine, but no super expensive gifts. Some of us live on a tight budget.” She thought back to her wager that she had made with her sister on impulse and winced internally.

“Trixie agrees wholeheartedly with this,” the unicorn said quickly.

Spitfire's lips tightened into a thin line. “Alright, but that does not count against things we had in motion before we made this agreement. I already have something going that may cost me a lot of bits.”

“Trixie supposes this cannot be helped. Agreed,” she said with a sigh.

Cheerilee nodded as well. “What about outsiders? What if somepony else tries to steal her away?”

They all three looked at each other, and after a pregnant pause, Spitfire said, “Buck 'em”

“Let them face Trixie's full wrath.”

“So we're all on the same page, then.” Cheerilee smiled.

They looked over to Twilight who was holding an impromptu magic lesson for all the fillies and colts, unicorn and otherwise. At the moment, she was showing Scootaloo how to get the maximum lift from her wings, while focusing her magical center to make her as light as possible. All three mares smiled at the scene, imagining Twilight teaching their foals. Foals they would have with _her_.

Once she entered teaching mode, she seemed to have a natural affinity for little ones. She had a way of capturing their attention that made them _want_ to learn. Even Silver Spoon and Diamond Tiara were paying rapt attention, though it could be that they just wanted to see Scootaloo fall flat on her face... again.

Much to their surprise (and everypony else's), the little orange filly managed to fly for nearly ten yards before coming down to a running landing. She was mobbed by her classmates, all eager to congratulate and praise her. She looked at Twilight and said, “You're not so bad for an egghead, Miss Twilight.” which was heard by the three mares as they approached.

“Scootaloo!” Cheerilee admonished. “What have I told you about name-calling?”

Twilight mussed the filly's mane with a hoof. “It's alright Cheerilee. I've been called much worse. Besides, she didn't mean any harm, right?” Scootaloo, chagrined, smiled shyly at her and nodded.

“Regardless, she knows better. Especially after the treatment _she_ gets.” The teacher was about to go on, when the school bell chimed, announcing the end of recess/lunch. “Sorry Twilight, I guess we'll have to pick this up later.”

“That's fine, Cheerilee. There's always tonight,” the unicorn replied.

In unison, both teachers sat back on their haunches and clapped their hooves, gathering the foals' attention. “Alright, class, inside-” They stopped and looked at each other before breaking out into laughter.

 

* * *

 

As they walked back to the library, Trixie glanced at Spitfire, then pointedly looked back at Twilight several times. Taking the hint, the pegasus blurted out, “I'm going to fly ahead and check with Spike about diner tonight. Gotta make sure it won't mess up my flying trim!” She reared up and pranced in front of Twilight, showing off her taut, athletic figure , especially her powerful wings. Seeing a slight blush color the lavender mare's cheeks, she flew off with a grin.

Trixie stared at Twilight in consternation as she watched Spitfire leave. With a polite cough, she brought the mare's attention back where it belonged, on her. “*ahem* Twilight, there's... something Trixie would like to ask you.”

Twilight tilted her head. “What is it, Trixie?”

“Wo- would you go out with me tomorrow evening?” the showmare blurted out. Before she could respond, she added, “You don't have to answer right now, but I just wanted to know if you would like to accompany me to this little bar I've been hearing about, it's got karaoke, and we could sing, and drink, and have some late night snacks, and have fun, and I'm rambling now aren't I, I'll stop now and let you think it over, okay, bye.” With that, the blue mare ran off to the library just ahead, leaving a speechless, blushing mare behind her.

 

* * *

 

Twilight walked in to the library in a daze. Two invitations to dates in a single day? What are the odds, especially for a homely shut-in of a mare? She almost bumped into Spitfire as she stood in the main lobby. She looked up in shock saying, “Oh! S- sorry, Spitfire. Guess I was woolgathering again.”

Spitfire smiled at her nervously. “S'alright, hon. Um, listen, Twilight. Are you free this Sunday? Th- there's somewhere I'd like to take you.” The pegasus turned an abnormal shade of red as she stammered on and looked away. “You know, as a thank you for your hospitality, and being so nice and everything. Especially over the... you know, the thing with the journal?”

Twilight put a hoof on her cheek and gently turned her until they faced each other once more. “I already told you once that it was forgiven and forgotten.” Her smile and half-lidded eyes melted the pegasus's heart. “And I would love to go out with you this Sunday.”

Spitfire's face turned a shade of red usually reserved for tomatoes. She tried to say something, but all she could do was mumble out a “thank you”, and run off to the bathroom. The fact that the bathroom was currently occupied by Trixie was of no matter. The unicorn had been washing her face with cool water when she was unceremoniously shoved out with her face and hooves still dripping wet.

The azure mare sputtered for a moment. “Huh, buh, wah?” She looked around, but couldn't see anything with water and wet mane in her eyes.

Twilight took mercy on the bewildered mare, and floated a towel over and started drying her vigorously, and guided her downstairs. “You okay, Trixie?”

“T-Twilight!” Suddenly, she was very glad her face was covered by the towel. Taking over with her own purplish aura, she tried to resume the task of drying, but was distracted by the intense pleasure evoked by their auras wrestling for control of the towel. To Trixie, it was like their well-oiled bodies were sliding and grinding against each other. Every magical erogenous zone was being caressed by Twilight's telekinesis, her deft touch had an artless, fumbling quality that spoke of inexperience, which intensified the pleasure she was receiving.

Just as Trixie was about to climax from her magical touch (a feat she had long thought to be urban myth), Twilight's telekinesis faded away, leaving her off balance. The azure mare stumbled forward, but had the presence of mind to keep her face covered by the towel.

“Trixie!”

Twilight's near shout startled her out of her reverie. “Y-y-y-yes, Twilight?”

“I was trying to tell you that I would love to meet you for drinks tomorrow night.” The lavender unicorn's smile was infectious, spreading to Trixie.

The giddy feeling in Trixie's chest turned her shy smile into a silly-looking grin. She rushed up to the mare and engulfed her in a tremendous hug. “Thank you, Twilight! I promise you won't regret it!” She got the sudden feeling of being watched, and looked around. To her utter horror, the library was occupied by several ponies all watching the two mares embrace. She recognized several, but most were strangers to her still. With an “eep”, she ran upstairs to Twilight's room and slammed the door shut.

 

* * *

 

She walked down the street, putting one exhausted hoof in front of the other. Normally, Cheerilee would be chipper and excited to be going to see Twilight, but after the day she just had, even somepony with her name could get worn down. It wasn't that her foals were _bad_ per se, it was just that they could be so rambunctious, and Cheerilee wasn't as young as she used to be.

This proved to be especially true when Scootaloo just _had_ to validate to Silver Spoon and Diamond Tiara that her flight earlier wasn't a fluke. This would not have been so bad if they had been _outside_ at the time. It took her some time to locate a ladder capable of reaching the rafters, where the filly had stranded herself.

Then, Cheerilee still had to stop by the mayor's office to pick up the paperwork so that Twilight could run the Science/Magic Fair this year, rather than an accredited teacher. That in itself was a task worthy of one of Herdacles's twelve labors. Or would Ponymetheus's torment have been more apt? Filling forms out in triplicate was bad enough, but due to Twilight's special... nature, it was more like _triplicate_ triplicate. Whoever said Bureaucracy was magic was right. It was magic straight from Taurtarus, wrought by the worst fiends imaginable. And they could keep it.

After all that, the maroon mare had to plod along to her home, her _actual_ home. There were a few books that she had needed to pick up before returning to Twilight's. She was going to need the rulebooks for these fairs, and she had promised something to help her teach more efficiently, so she had to bring a few books on public speaking. The mare had performed well for a beginner, but Cheerilee knew that “well” would not long live up to the mare's demanding standards.

As she walked, Cheerilee noticed a pair of mares talking while trying to watch her unobtrusively. Roseluck and Golden Harvest kept giving her furtive glances when they thought she wasn't looking, all the time talking in hushed tones. They finally noticed her watching them watching her, and parted ways, heading to their respective homes.

The teacher sighed, realizing that this sort of thing would continue to happen at least until Twilight made her choice, maybe even after that. She finally reached the library, and opening the door, called out, “I'm home.”

Twilight stood from the book she was reading and walked over to help her remove her saddlebags. “You look exhausted,” she observed.

“That would be because I _feel_ exhausted,” she quipped back lightheartedly.

“Here, it looks like you need this far more than I do right now,” Twilight said as she levitated a cup of hot tea over to her.

She gratefully accepted the cup and laid down on some cushions. “Ah, thanks, Twilight. You're a real gem.”

“Don't let Spike hear you call me that.” Twilight smiled as she sat down beside the teacher and massaged her shoulders. “Ooo... you're a mass of knots back here.”

Cheerilee let out a low moan as her muscles slowly relaxed. “Oh, Twilight. Your hooves are as magic as your horn.”

Twilight chuckled lightly and started to bear down a bit harder on the mare's shoulders. “So, about this afternoon...”

The earth pony tensed up again, causing a throbbing knot to form right where Twilight's hoof had just left. “Yes?” she croaked out weakly.

Leaning in close, Twilight whispered in her ear, “I would be delighted to go out to dinner with you this Saturday.”

Cheerilee turned to face her in a flash. “Really? You mean it?”

Twilight nodded. “Of course.”

Spike walked out of the kitchen, saw the two mares from behind, one on top of the other, and turned around to walk back into the kitchen. The two turned at the sound of the door and giggled. They stood again as Trixie and Spitfire came down from upstairs, and Spike retried his entrance again.

“Well, I don't know about you,” Twilight said, “But I'm starved. How about dinner, Spike?”

“Already done, Boss-lady,” he answered. Taking their places at the table, they at in what was possibly the first contented silence at dinner they'd ever had. Twilight was basking in the warmth of all her friends, Spike in the silence itself, and the others were contemplating their upcoming dates. At least, that was what they were doing when there came a knock on the door. Spike faceplanted onto the table and groaned in frustration while the ponies looked to the door in confusion.

Twilight asked the question on all their minds while she walked to the door. “Who could that be at this hour?” Opening it, she gasped in surprise as in strode Princess Mi Amor Cadenza, but she was known to Twilight as- “Cadence!” The mares still at the table were left with their jaws hanging open while Twilight ran up to the princess.

Instead of kneeling or even hugging her as was expected, the both began to hop in place as they chanted “Sunshine, Sunshine,” then dropped to the floor and covered their faces with their hooves before uncovering them as they said “Ladybugs awake!” sat on their haunches at clapped hooves together, singing, “Clap your hooves,” and finally stood, presenting and shaking their flanks to each other and finished their song, “And do a little shake!” Twilight then gave the expected hug, nearly knocking them both over. “Oh, I missed you so much, Cadence!”

The three suitors stood in shock, their jaws still hanging loosely. Their confusion was worsened when the alicorn said, “I missed you too, little sis.”

Trixie stepped forward, confusion plain on her face. “Trixie does not understand. How can Twilight Sparkle, powerful though she is, be an _alicorn's_ sister? Isn't one _born_ an alicorn?”

Cadence walked over to the inquiring mare. “She's my sister, because I married her brother. Princess, Mi Amor Cadenza. And you are?”

Twilight rushed forward saying, “I'm so sorry, Cadence. You remember Spike,” The dragon waved without lifting his head from the table. “This is Trixie, Spitfire and Cheerilee. Ladies, this is, well, she sort of introduced herself, but she's not just my sister, but also the best foalsitter ever.” she finished, beaming with pride.

Cadence shook her head in amusement. “Twilight sweetie, you have to stop introducing me to your friends like that. You're not a foal anymore, and ponies will start getting the wrong idea about us.”

The purple mare arched an eyebrow at her. “What do you mean by 'the wrong idea'?”

“Make me a promise, Twilight. Never change,” the alicorn said laughingly.

Twilight looked very confused for a moment. “Okay, if you say so.” She brightened up again quickly, however. “So what brings you here so soon after your honeymoon?” With a sour expression, she asked, “Was it my brother? He said or did something stupid, didn't he? It was my brother wasn't it?” She started pacing back and forth mumbling to herself. “I knew this would happen. He's a sweet stallion, but he always finds a way to put his hoof right in it. I swear, sometimes he only opens his mouth to change hooves.”

“Twilight, stop. Your brother is fine. I came because I heard the good news about you teaching,” Cadence looked overjoyed. “Shining Armor isn't here because, you know, that whole captain of the royal guard thing.” Her smile belied her dismissive tone and hoof waving the matter away.

The lavender unicorn launched into a replay of the past few days' events for Cadence's benefit as well as that of her other friends, leaving out nothing. Amazingly, her usually dry, clinical approach to storytelling was enhanced by her excitement and the joy apparent on her face.

Cadence stood once more, smiling at her “little sister” “Well, it seems you've had a big day, and since it seem that your house is a bit... ahem, _full_ at the moment, I'll have to come back tomorrow with your surprise.”

Twilight looked dismayed at this development. “What? You're leaving so soon? But I'm sure we have room here. You can take my bed-”

The alicorn silenced her with a hoof to the lips. “Four may be a crowd, but five is right out,” she smiled. “Besides, I need to go back anyway for the souvenir we picked up for you on our honeymoon in the Bahamares.” She mussed the mare's mane with a hoof. “Don't worry, I'll be back bright and early tomorrow, Twily, bearing gifts and brothers!” the alicorn said brightly.

  
**Author's Note:**

Man, this one was a bit of a chore to get out. As I mentioned in my blog, relatives are visiting, so updates may be late for a few weeks. Please, bear with me until this passes. I hope you weren't _too_ disappointed by the misleading chapter title, but I couldn't help myself. ^_^ Also, that last scene is something that I have been holding on to since waaayyy back in chapter four or five. The “agreement” scene had been around since about chapter one, but I could never find an appropriate place to put it until now. All in all, a few things that I've been holding on to for a while have finally shown up. The usual disclaimers apply here, Hasbro and Lauren Faust own everything here but the arrangement of the words, those are mine.


	15. Brothers and Foalsitters

**Chapter 15: Brothers and Foalsitters**

 

Cheerilee awoke in the ponypile first, as was usual. She stumbled to the bathroom to tend to her morning ablutions, and refreshed, went downstairs to the kitchen to start breakfast. As she approached however, she heard familiar voices and laughter.

“He really pulled the 'kelp monster' trick on the foals? He hasn't done that since I was eight!” The dulcet tones of Twilight's laughter filled the room, causing a smile to spread on Cheerilee's face. She entered the room to see Twilight talking to Cadance and a handsome stallion with a white coat and blue mane and tail. Twilight noticed her entrance and waved her over. “Morning, Cheerilee! This is my brother, Shining Armor. Shining Armor, this is the teacher friend I was telling you about in my letters.”

Cheerilee sketched a small curtsey. “Good morning, Your Highness. Congratulations on your wedding.”

The stallion nodded back. “Good morning. I apologize if we woke you, Miss Cheerilee.”

The maroon mare shook her head. “Neigh, I'm always awake at this hour. One has to get an early start in order to be a teacher.” She looked over to Cadance to find the alicorn staring at her.

She wasn't wearing a malicious expression, but the intensity of her stare was unnerving to say the least. It was like the Princess was staring straight into her soul. Slowly, a smile spread to her face, a smile which went on to become a full-fledged grin. Twilight was oblivious to this as she was enjoying a long pull from her mug of coffee, but her brother saw and took note.

He had seen that look on his wife many times in the past, but what it had to do with Twi- _Oh. OH! Ooooh... Oh Celestia, not again..._ He groaned internally and facehoofed. _How does she do it? Everywhere she goes! Well, at least this time it's only one-_

His internal thoughts were interrupted by the entrance of a blue unicorn mare he did not recognize. He saw his wife's gaze land on the newcomer, and if anything, her grin became even more shark-like. The intensity of the grin was redoubled by the entrance of a third mare, this time a golden pegasus. _Dear, sweet Celestia, it's just like high school all over again! I thought her cutie mark was for magic, not reeling in the fillies! What, is she made of candy?_

Twilight tried not to choke on her coffee in her haste to put it down and introduce her guests. “Shining Armor, You already know Spitfire,” Indeed, the stallion did know her. She was the mare that his little sister had been mooning over for the past five or so years. In fact, she still had a giant poster of her hanging in her bedroom at their parent's house. A poster he had once caught her kissing. Twilight's voice broke through his thoughts with, “and this is Trixie. Ladies, this is my brother, Shining Armor.”

“Trixie is most pleased to make the acquaintance of Twilight's brother,” the azure mare said with a flourishing bow. “She hopes that we can become good friends, seeing as how we're likely to see a lot of one another.” Trixie's speech patterns seemed to have thrown him for a loop, leaving Shining Armor speechless.

Spitfire chose to salute instead, creating an autonomic response in Shining Armor to return the salute. “A pleasure to see you again, Sir. I had no idea that you were Twilight's brother.”

It took him a few seconds to find his voice again. “Likewise. I never told anypony about my connection with Twily because she doesn't like being treated differently because of who she knows or is related to.”

“Shining, that grammar was atrocious,” Twilight said with a roll of her eyes.

He grinned at her in return. “If I didn't have such 'atrocious grammar' you wouldn't have anything to complain about.”

Twilight gave him a wicked grin of her own. “Oh, I think I could find something. I just try not to be too hard on my BBBFF.”

“Um...” began Cheerilee in confusion.

Cadance took pity on them and said, “It means Big Brother Best Friend Forever.”

“Ooohhh...” 's chorused from the three mares as they filled empty seats at the table.

Twilight stood and went over to the stove. “You girls want some breakfast? Cadance made her 'killer cream of wheat' for us.” She stirred the pot as her telekinesis brought down three more bowls. “She says her secret ingredient is love,” she finished with a laugh.

Unseen by anypony else but Shining Armor, Cadance's horn briefly lit up in a dim glow which was matched by a glow from the pot. He gently kicked her under the table and gave her a warning glare. Cadance only gave another shark-like grin in return.

Twilight put the bowls down in front of the mares who eyed it distrustfully. They looked up at Twilight again to find her watching them with a beatific smile, her head resting on her hooves. Hesitantly, Cheerilee was the first to try it, putting the spoon in her mouth as if to get it over with quickly. Her eyes widened in surprise. “Mmm! This is very good!” she said and started gobbling it down with all due haste.

Trixie, who had been poking at it with her spoon looked at the teacher dubiously then took the tiniest nibble possible from her spoon. Without missing a beat, she didn't even bother with the spoon anymore, and lifted the bowl to her mouth telekinetically, drinking the gruel from it directly.

Spitfire tried a bite as well before planting her face directly into the bowl, licking it up as if it were ambrosia.

Twilight just grinned at them making fools of themselves, as she remembered her first time with this particular dish. Finally, when not a speck of food remained anywhere in sight, the three mares sat back in their chairs and gave contented sighs. “Didn't I tell you it was 'killer'?” Twilight asked. “That's her word for it, by the way, though I have to agree. Too much of something that tasty _can't_ be good for you,” she joked.

“Trixie sees... how it... got it's name...” the blue unicorn managed to get out in between licking her lips.

Cheerilee rubbed her bulging belly with satisfaction. “I agree. I've made cream of wheat before, but it never came out like that. What did you put in it?”

Cadance held up a hoof as if being sworn in. “Twilight already told you. The secret ingredient is love.”

Spitfire cracked open an eye to see the alicorn looking a bit too innocent for her liking. She of course knew about the Princess's special talent, and throwing in the fact that she's an alicorn cast everything in a new, very suspicious light. She then shifted her surreptitious gaze over to her Shining Armor who was obviously trying hard not to glare at his wife.

Cheerilee wobbled forward in her seat to struggle to a standing position. “Well, I better get going. Lots to do before the foals arrive at school.” She looked over at Cadance and Shining Armor. “It was a pleasure meeting you, and thank you for breakfast. It was delicious.”

Twilight rocketed up from her seat, slamming her hooves down on the table. “Omigosh! I almost forgot that I have a class today!” She looked over to her newest guests. “Are you two staying long enough to come to my class?” The unicorn actually let out a fillyish squeal of delight. “I can't believe how awesome that sounds! 'My class!' I think I'll have a class photo made.” She regarded at them once again. “So are you?”

“Of course we will, Twily. We wouldn't miss this for the world,” Shining Armor reassured her.

Cadance nodded in agreement. “That's right, Ladybug. Wild humans couldn't keep us away.”

(\ /)

( . .)

*(“)(“)

Shining Armor watched his wife with no small amount of vexation. _The situation was bad enough here as it was without her interference, but now..._ He could plainly see the three mares were smitten with his sister. They practically broadcast it every time they looked at her, talked to her, or (Celestia forbid this actually happened) smelled her. When Twilight was in the room, the world seemed to melt away for them. When she spoke, she held their undivided attention. Once when she had walked past them, he could swear he saw them sniff the air.

And now, walking behind Twilight, Trixie and Spitfire, he could see that Twilight's friends weren't watching where they were going. Oh, no. Their peepers were positively planted on a particular purple pony posterior. _Did I just think that? Oh dear Celestia, just a few hours around her and I'm falling into our old habits again._ Of their old word games, Alliterative Round Robin was the one at which he was best. It was also the only one he could win against her. A wistful smile found it's way to his face as he thought about the games they used to play before he went away to join the army.

A wolfish smile Cadance threw at him brought him out of his memories. Clearly, she was enjoying herself. She had told him when she came home last night that the Princesses had mentioned to her that “Their” Twilight had several suitors so she had immediately dropped what she was doing and went to see her favorite foalsitting charge. The rumors proved to be true, but she wasn't too sure just how strongly they felt for her favorite filly- _Argh! I'm doing it again!_ He shook his head to clear it and glared once again at Cadance who just gave him a peck on the cheek. This mollified him a little. _I suppose I can trust her to not screw up Twily's love life any more than it already is,_ he groused to himself.

As they approached the tiny schoolhouse, a swam of fillies and colts ran screaming out of the building, happy to escape their academic imprisonment for another weekend. They parted around the adults like a river flowing around a rock in the middle of a stream, and were gone with only a settling dust cloud and their yells echoing off the buildings as a sign they were even there. After that, the schoolhouse itself seemed quiet, only a low murmur of high-pitched voices to break the silence.

The group stepped into the only classroom, and the low susurration quickly turned into a chorus of “Good afternoon, Miss Twilight”s to which said pony beamed a smile at the gathered foals. The rest of the adults gathered at the back of the classroom, Trixie and Spitfire making sure to run their hooves across their lips in a zipping motion, signaling to Cadance and Shining Armor to remain silent for the lesson.

“Good afternoon, class.” Twilight looked among the class again, nodding with satisfaction. “I can see you've all been practicing at home. Very good. Keep this up, and you'll pass this class with flying colors.” She looked over at Cheerilee, who gave a silent nod in return.

She opened the bottom drawer of the desk and levitated out sixteen identical black balls. Placing two on each desk occupied by a filly or colt, she said, “Today, we're going to practice levitating two balls of differing weights at the same height.” She turned around to the chalkboard and began writing on it. “And then, we're going to learn the theory behind telekinetic shields, and if we finish quickly enough today, begin practicing actually _making_ one.” She turned around to face the class again with a grin, happy to see the expected glee on their faces.

The levitation practice went quickly as expected, leaving all the foals pumped and ready to learn how to consciously erect a force field. Most had done it subconsciously at one time or another, but never had they made one on purpose before, and they were eager to get this down before the coming winter. Oh yes, when the snowballs started flying, they would be ready this year!

The theory lesson sucked out some of their enthusiasm as was to be expected, but they were left with ten minutes at the end of class, just enough time to give one go at the practical part of the lesson. The desks were all pushed up against the walls, leaving a clearing in the middle of the room. In pairs, the foals came forward and did their level best to make a wall of force in front of themselves. Most only managed for a second or two, but two students stood out, those being Dinky Doo, and surprisingly, Snails. Both managed to put up a force field for a full fifteen seconds before collapsing on the floor in exhaustion.

They were swarmed by their classmates, all congratulating them on their achievement. “Well done, both of you!” Twilight floated over two gold stars, affixing one to each of their chests. Both foals looked proud enough to burst.

They threw their arms around the mare. “You're the best magic teacher ever, Miss Twilight!” Snails shouted.

The bell rang, signaling the end of class. “Alright class, that's all for today. Remember to practice what you've learned today, but only with adult supervision.” She patted Snails and Dinky on the heads until they let go and ran off into the afternoon sun. Twilight smiled as she watched them go, but squealed happily when a large, blue hoof mussed her mane.

“I'm impressed, Twily.” Shining Armor told her. “You were really holding their attention there.”

Cadance came up behind her and nuzzled her cheek. “I think _I_ even learned something about magic shields there. I never thought to resonate them at a frequency counter to the attack in order to reduce the kinetic impact.”

Twilight blushed and gave an embarrassed shrug. “It came to me a few weeks ago at a party Pinkie held. She had the music turned up too loud, so I put up a magic wall that resonated at the opposite frequency of the music. It was so quiet, I could actually hear what was being said around me.” She gave a wistful shake of her head. “You'd be surprised what ponies say when they think nopony else can hear them.”

The alicorn and stallion gave each other knowing looks. “Oh, we think we have an idea or two,” the Princess said with a smirk.

Shining Armor looked to his LSBFF. “You should have heard some of the rumors flying around when Cadance and I announced our wedding.” He chuckled to himself. “Some ponies actually thought it was because she was pregnant, if you can believe that. I mean, it's not like we ever made a secret of how we felt for each other, or anything, but _that_?”

“So, you're... _not_ pregnant, Princess?” Spitfire hesitantly asked.

Shining Armor waved a hoof at her. “Of course, not. At least, not yet.”

Cadance wrapped one wing around his withers protectively and nuzzled him. “However, it's not for lack of trying.” She kissed him again, this time on the lips. “Though we _did_ manage to wait for our wedding night.”

Twilight popped up between them and pushed them apart as far as she could. “Alright that's enough of that. If there's one thing I don't need to hear about, it's my brother's sex life.”

Tittering behind a hoof, Cadance asked, “Why, Twilight! Are you... _jealous_?”

Turning as red as an apple, Twilight crossed her forelegs in front of her and looked to the side. “Of course not! There are just some things that one does not want to hear about concerning one's siblings, and their love life tops that list!”

The pink alicorn sidled up to her and put a foreleg over her withers. “Ooooh, I can tell! You _know_ what my special talent is!” She came close to her ear and whispered into it, “You want somepony to love as much as Shining loves me.” She hesitated a beat before adding, “Or should I say 'some _mare_ '?”

Still blushing as red as a tomato, she turned and pounced on the Princess. “Oh, that is _it_! You're in for it now!” Having grown up with somepony lets you in on a lot of their secrets, and Twilight wasn't about to show mercy this time. She knew exactly where the alicorn was most vulnerable, and struck hard, giving no quarter. Her hooves found the sensitive spot under her wings, and began their assault. It didn't take long for the results to show when the Princess started laughing uproariously.

“Ha ha ha ha hee hee hee! Stop, stop, STAHP!” Her giggles filled the room, but Twilight wouldn't let up. Left with no recourse, she fought back, finding Twilight's weak spots, sending _her_ into a gale of laughter.

The tickle fight stretched on until a pink aura surrounded both and pulled them apart, leaving them suspended in midair. When their laughter subsided to a few titters here and there, Shining Armor  asked them, “Are you _quite_ through?”

All three suitors were left gaping and blushing. Cheerilee quickly hid a pad of paper she had been furiously writing on, and Spitfire wiped away a drop of blood that had mysteriously appeared under her nose.

Twilight got her fit of giggles under control and cleared her throat. “Yes, I believe we're done here,” she said with mock gravity. “My point was made.”

With equal seriousness, Cadance nodded. “We have reached an accord.” Shining Armor set them down gently with a satisfied nod. “Our accord was to get you!” she shouted and the both pounced on the unsuspecting stallion.

The three mares watching this exchange, could only stare at them. Cheerilee silently handed the other two tissues to wipe up their drool which they gladly accepted and used. They watched the three of them roll around on the floor with poorly disguised envy. Finally, the three siblings could go no further and just lolled around on the ground, their sides heaving as they tried to catch their breath again. Shining Armor tried to lift his head to glare at them, but decided he could achieve the same effect from the floor. “That was... dirty pool... ganging up on me,” he wheezed.

Cadance _did_ manage to lift her head. “But we're just defenseless fillies, already weakened by previous... frivolities. We needed an edge against such a big, strong stallion,” she said, with only a hint of breathlessness, but dripping with false modesty.

“Yeah, big bro. Cut us a little slack,” Twilight said from her position on her back. “It's not like we were using our _magic_."

Rolling onto her belly, Cadance added, “And we _all_ know that we mares have the stronger magic of the three of us.”

Shining Armor rolled to his hooves as he rolled his eyes. “Yes, yes we _all_ know that magic is your only defense against us brutish males.”

An attention-getting polite cough brought everypony's attention to the azure unicorn. “As much as Trixie dislikes getting between family, but she must remind you that she and Twilight have a prior engagement tonight.”

Cheerilee and Spitfire gave her a sour look, but said nothing. Cadance nodded seriously. “Of course. We understand completely,” she said as she rose. “But before we go, we still have to give Twilight the souvenir we picked up for her during our honeymoon.”

The pink alicorn bowed her head for a moment, her horn taking on a pink glow, and in a flash of brightest white light, a book appeared, floating in front of her. Surrounding it in a pink aura, Cadance floated it over to her little-sister-in-law. The book itself was fairly thick, and bound in eelskin, making it waterproof.

“We got this from a real Voodoo Mambo named Madam Bones. When we tried to give her something for it, she refused, saying 'the loas would see this to Magic's hooves', and 'to accept anything for this would only earn their ire'.” Cadance actually shivered at the memory. “I've checked it over myself, as well as had some of the court mages look it over, and we could find nothing malicious about it, so auntie Celly said it would be okay to give it to you.”

Twilight held the book almost reverently. “I've been wanting to get my hooves on something like this for years,” she said, her eyes wide. There's only so much that you can learn about loas, and without a teacher or book like this one, I wouldn't even begin to know how to go about studying this kind of magic.” She opened the book, the eelskin creaking softly. With an awed smile, she closed it again and held it to her chest, breathing in its scent. Rushing forward, she gave Princess and consort a hug worthy of the largest grizzly. “Thank you,” she quietly breathed.

(\ /)

( . .)

*(“)(“)

“Are you sure about all this, Cadance?” Shining Armor asked as he walked alongside his wife, on their way to the carriage waiting to take them back to Canterlot.

The alicorn turned to her husband, giving him a reassuring smile. “There are certain things of which I _am_ certain. Love, our future together, the sun and the moon rising; all of that, I know I can rely on. Leaving a magical book in Twilight's hooves?” She gave a little chuckle of amusement. “That doesn't even require speculation from me.” She looked up at the orange sky as the sun set. “If it has to do with magic, _she_ is the pony to see.”

Shining Armor arched an eyebrow at her. “That's great and all, but I was referring to what you did this morning. You know, with their breakfast?”

“Oh, _that_ ,” she said as she waved a hoof dismissively. All I did was to add a little magical courage so they would have the confidence to act on their feelings. Won't last longer than a week or so.”

“But why do that at all?” her husband asked. “Why not let their feelings takes their own path and develop naturally?”

Cadance stopped walking entirely and gave him an exasperated look. “Okay, first of all, have you ever known a colt or filly to actually fess up to Twilight about how they feel?”

Putting a hoof to his chin, Shining Armor replied, “Well, there _was_ that one filly... what was her name? Minuet? Romana? Something like that.”

The Princess nodded. “Exactly. Which is why I added a little bit of magic to _Twilight's_ meal that will increase her observational awareness for a similar amount of time as well.” She sighed exasperatedly. “We can't have Twilight missing her moment for happiness with her usual obliviousness.”

“I was wondering what you had done to hers,” the stallion added.

“So anyway, as I was saying, I had looked into their hearts this morning. Normally, I wouldn't even consider such a breach of privacy, but with our Twilight's happiness on the line, I felt that my morals could withstand it.” Cadance was downcast as she said this. Shining Armor could tell this was a big breech of her ethics.

“What I found was quite interesting. Cheerilee and Spitfire have been pining for her for years, Spitfire longer than the others put together, but still. It was a slow burn for them, slowly building over time. Trixie's feelings, however were rather more recent, within the last year or so.” She went silent for a moment, considering just how much to tell him. “Suffice it to say that each of them feels as strongly for Twilight as the other. I would be hard pressed to say which of them is the best for her.”

Cadance shook her head, perplexed. “What makes this such a sticky wicket as it were, is how Twilight feels for _them_.”

Shining Armor gazed at her, wide-eyed. “Don't tell me she doesn't feel the same for one of them, does she?”

“Quite the opposite. She feels _so_ strongly for them, she can't seem to decide between them.” She smiled wryly. “Every time she looked at one of them, her heart would flare, bright as the sun, and I would think 'A ha! She's finally chosen who she wants!', and then she would look at another, and the same thing would happen.” Cadance looked her husband in the eyes. “She wants to pursue one of them romantically, but doesn't want to lose the others' friendship, and she feels about the same for each of them, so it's paralyzing her.”

Cadance looked away to the sunset again. “What's more, she is truly ignorant of how they feel for her; hence, the spell on her food.” She sighed and closed her eyes. “I don't envy her position right now.

  
**Author's Note:**

Sorry about the delay, folks. As I said last time and in my blog (not that anyone responded to the last one, so I'm not sure how many actually saw it), I have family visiting, so updates are a bit erratic. Things have calmed down a bit, so I should be able to get back on schedule. I hope this chapter lives up to the previous ones, I can't tell since I'm still a bit frazzled at the moment. Also, I got tired of the usual page breaks, so I decided to try something new with them. What do you think? The usual disclaimers apply here, everything but the arrangement of the words belongs to Hasbro and Lauren Faust.


	16. Date Night, Take One

**Chapter 16: Date Night, Take One**

 

Trixie nervously paced back and forth, trying to spend some of her nervous energy, semi-productively. _Perhaps I can work up an appetite, because right now, I don't think I could keep down a wafer-thin mint._ She stopped in front of the mirror for the umpteenth time, and checked the lay of her mane again. She tried flipping it on to the opposite side with telekinesis, before putting it back where it was.

“Would you please calm down? You're making me nervous about _my_ date with her Sunday,” Spitfire said from her position on the couch.

Cheerilee, who was grading some papers at the table in the main lobby where they all waited, nodded in agreement. “It'll be fine, Trixie if you just be yourself.” She stopped and thought for a moment before adding, “Just, try not to be _too much_ yourself.” _Why am I giving her dating advice? We're all after the same mare!_ She shook the thought away as unworthy of herself.

The azure mare whirled around at her. “And just what is _that_ supposed to mean?”

Spitfire gestured with her hooves, placatingly. “It's just that when it comes to ponies who _aren't_ Twilight, you can be a bit...”

“Abrasive,” Cheerilee finished. The pegasus nodded at this assessment. “And you know how Twilight is. She wants everypony to be, if not friends, then at least friend _ly_.”

Nodding, the unicorn replied, “Trixie knows this. She cannot make any promises, but she will _try_ to be... friendlier.” She sighed as she turned back to the mirror. “What is taking her so long? Trixie was ready fifteen minutes ago.”

“Sorry Trixie, I just had some last minute instructions for Spike.” They all turned their attention to the stairs, and gasped in surprise. Twilight stood there in all her well-groomed glory. Her coat had been brushed until it shone and there was an iridescence to her mane and tail, like the stars from the night sky had been caught in them. The subtle eye shadow drew attention to her eyes, inviting the beholder to come drown in them, and her horn had been polished until it gleamed. She gestured towards the door, asking, “Shall we?”

Trixie closed her mouth, and in a vain attempt at salvaging her dignity, trotted to the door with her nose in the air. That didn't stop her from catching the scent of heather perfume as she went past the unicorn. Feeling herself go weak in the knees, she thought to herself, _This is going to be a long night._

(\ /)

( . .)

*(“)(“)

Trixie looked at the menu again and gulped silently. _I hadn't expected it to be quite this expensive. Still, for Twilight, I'd spend every last bit I have to see her smile._ Indeed, Twilight was smiling. She looked over her own menu, which lacked prices, with delight.

“It all sounds delicious, doesn't it, Trixie?”

The azure mare answered with a weak smile. “Indeed, it does, Twilight. Don't be afraid to order what you want. Remember, this is a thank you for everything you've done, and I want you to have a good time, alright?” Inside, Trixie was nervously awaiting her decision. When she had chosen _The Pasture_ to wine and dine the librarian, she didn't know just how expensive the most expensive restaurant in Ponyville was.

The waiter chose that moment to arrive, nose in the air, his mustache gleaming with the wax used to shape it. “Is Madame ready to order, yet?” Even his voice had a snobbish, nasal tone, almost like he had a cold.

Trixie looked to Twilight who nodded. “Yes, I'll have the orchid salad with a vinaigrette dressing, and a bowl of minestrone soup.”

The waiter nodded as he wrote down the order with telekinesis. “An excellent choice, Madame. The orchids were received fresh this afternoon.” He turned to Trixie. “And for you, Madame?”

“Trixie will have the same. And bring us a bottle of Chateau LeHoof '45,” she added.

The waiter smiled this time as he wrote down her order. “Ah, a most exceptional vintage, if I may say so. I'll return shortly with your wine.” He bowed and walked back into the kitchen.

Twilight leaned forward, whispering, “LeHoof '45? Those aren't exactly cheap, Trixie.”

“Relax, Twilight, Trixie has this covered.” She smiled as she looked into her amethyst eyes. “Besides, nothing's too good for you.”

Blushing deeply, Twilight looked to the wall and tried to study a landscape painting there in an effort to bring her coloration under control. The silence, and Trixie's contemplation of Twilight's features were broken by the arrival of the waiter who uncorked the bottle, and gave the azure mare the cork to inspect.

Trixie took it with her magic, and ran it under her nose once, and gave a nod of approval. The waiter poured two glasses, then disappeared into the background, leaving the bottle in a bucket of ice.

After a long moment of awkward silence, Twilight found her voice again. “So, how are you liking Ponyville, this time around?”

Trixie set her glass down after a sip, saying, “Trixie cannot complain. The ponies here are more forgiving than she had expected, and there's was only a few sour encounters so far.”

Twilight blinked in surprise. “Sour? What happened? Somepony didn't try to hurt you, did they?” She looked ready to tear into somepony right then and there, and knowing what she could do, Trixie felt a shiver of fear, tempered with affection at her protectiveness.

“Thank you Twilight, but the matter is already settled. Nopony was hurt, and it's doubtful the problem will crop up again.,” the showmare reassured her.

“Are you sure? I don't mind showing them the error of their ways.” She clenched her hoof like she was ready to do bodily harm. “ _Nopony_ messes with _my_ friends.” Her eyes narrowed threateningly. “ _Nopony_.”

Trixie giggled at the sight. It was like seeing a fluffy kitten getting very upset, and was now hissing and spitting in as threatening a manner as it could. “Trixie appreciates the concern, but really, the matter is settled. No need for you to 'smack a pony' as the foals say.”

Twilight lowered the hoof to the table. “Well, if you're certain.” She took a sip of her wine, mumbling her appreciation.

(\ /)

( . .)

*(“)(“)

“I still can't believe you talked me into this,” Cheerilee grumbled. “You better not pull something like this for _my_ date.”

Spitfire lowered her binoculars and gave the teacher a flat look. “I already told you this doesn't violate the letter nor the spirit of our agreement, so chill out.” She returned to her surveillance of the restaurant from the bushes with a casual “And if you think I won't do this on yours, you're nuts, hon.” She smiled as she saw Twilight and Trixie through the restaurant's window, sipping on wine.

Cheerilee had to restrain herself from strangling the pegasus with her own binocular's strap. “If you insist on violating everypony's privacy, then at least tell me what's going on.”

“Not _everypony's_ , just yours and Trixie's,” she replied with a feral grin.

“And Twilight's.”

That brought Spitfire up short, reminding her of  recent events, and patch-up over a violation of privacy. She actually lowered her binoculars and looked at the teacher thoughtfully.

Cheerilee tilted her head in confusion. “What is it?”

“It's just...” Spitfire swallowed hard. “It's just that I... let's say that I did something  recently. Something that 'violated Twilight's trust',” she added air quotation marks with her hooves. “We talked about it, and more or less made up over it, but... Am I... are we violating her trust right now?”

The mulberry mare was silent for a long moment before answering. “ This is...” She sighed. “When one of my students comes to me asking if something is wrong, I ask them 'how would you feel if this was done to you?'.” She pawed at the ground, looking to it as if the answer were written there. “I always try to do the right thing, and for the most part, I think I do, but when it comes to Twilight... I kind of lose  my head. She's...” She hugged herself as she looked to the stars in the sky.

“I've never felt this way about anypony before, not even my previous crushes. Twilight's so...” It took Cheerilee a moment to come up with an appropriate adjective. “Perfect. She's perfect. Even her mistakes, her foibles, her irritating mannerisms, Hay, even her ugliest side, it's all so... beautiful. Twilight Sparkle is the closest a mortal pony can get to the word, _Divine_.”

Spitfire nodded sagely. “I know what you mean. There's something... _Goddess-like_ about her, especially in her capacity to forgive.”

Cheerilee looked at her curiously. “What exactly did you do to her, anyway? It must have been big if her forgiveness meant this much,” she asked.

“I'd rather not say,” the pegasus said with a shake of her head. “Let's just say that it was a personal low for me, and leave it at that, okay?”

The earth pony could hear the pleading in her scratchy voice and relented. “Alright. But that leaves us with the question of what we're doing right now. Is it a violation?”

Without even a second's thought, Spitfire replied, “Yes. It is.” She put a hoof to her chin and said, “But it's not a violation if we're here to make sure their date isn't interrupted by others, right?”

Cheerilee held out a hoof, which was taken in a warrior's clasp. “Right!”

(\ /)

( . .)

*(“)(“)

“So then, Trixie made his tail slap at his flanks until he started to cry!” The azure mare's infectious laughter spread to Twilight, who was holding her sides and trying to catch her breath. “But the really funny part is, he came to Trixie after the show, begging her to do it again!”

Their laughter was drawing the attention of all the ponies in the restaurant, who just stared at them. In between gasps, Twilight asked, “So that's... that's when you added... audience humiliation... to the show?” She smiled at Trixie's nod. “Well, I have to say that he deserved it for heckling you, but what did you do when he came back for seconds?”

“Trixie did what any sane mare in her position would do, of course: report him to the constables for harassment,” she answered. “Needless to say, she hasn't seen nor heard from him since, though she may have been responsible for introducing a certain kink to North Horsingbrook by mistake.”

“Kink?” Twilight asked.

A blush stained the showmare's cheeks. “You know... a fetish.”

Twilight looked really confused now. “What does a magical talisman have to do with this story?”

Trixie's blush deepened. “Not that kind. Um, perhaps a diagram might help.” With that, she arranged a few petals from her mostly finished salad to vaguely resemble a marehood, then placed a bread stick strategically close to it. “This kind of fetish,” she whispered.

Twilight's eyes grew wide, and her cheeks went scarlet. “Oh, I see.”

“If you ladies are finished, I'll just clear these plates away.” The waiter's voice startled them both, and before either of them could clear off the visual aid, he was telekinetically taking the plates. “Would either of you care for dessert...” He trailed off on the last word as he spotted the new table arrangement.

Acting as if nothing were wrong, Trixie said, “Thank you, but no. We're quite full now. Just the bill, if you please.”

Unable to face then, the stallion produced a slip of paper, causing Trixie to wince internally, and her eye to twitch involuntarally when she saw the total. Still, she had brought more than enough to cover the bill and leave a standard fifteen percent gratuity, and did so happily. As soon as they were outside, they burst into laughter once again.

Trixie started to run, and Twilight gave chase, still laughing. It felt good to run and laugh like this. They felt the years falling away until they were like young fillies again, naughtily playing outside after dark. Trixie ran around a closed shop stall with Twilight close behind. They finally came to an exhausted stop next to a building, and collapsed on the ground, their chests heaving as they gulped in air.

“Trixie... has not... frolicked... like that... in years,” she gasped.

Twilight looked over at her. “Nor have I. I think the last time was the final occasion I was foalsat. Cadance was the only one I ever did things like that with.” She looked up and noticed where they were. “Hey, I know this place! It's that new karaoke bar Berry Punch just built,” she commented.

Trixie rolled onto her belly. “Trixie knows. She wanted to show you something that could only be done here.”

“You do?” Twilight asked in confusion.

“Mm. Come on. Let's go inside.” She stood and held out a hoof, which Twilight accepted. She could feel a strong thrill going up her foreleg starting at where they connected physically.

As they walked in, Twilight noticed right away that there was nopony singing. One look around the bar made why plain as the muzzle on her face. There were a total of five ponies here, two of which were working. Trixie led her over to a table near the stage and sat down. The waitress sauntered over and asked, “What can I get yah?”

“Trixie will have a cosmopolitan.” She looked over at her date. “How about you, Twilight?”

The lavender mare appeared to be at a loss for words, and just mumbled, “S- same.” The waitress didn't say anything, just snapped her gum as she walked away. Twilight hunched over as she looked around, and gave a little sheepish wave to Berry Punch, who was working the bar. “So, what is it you wanted to show me, Trixie?”

The azure mare patted Twilight's hoof reassuringly. “Patience, Twilight. Trixie must first have a glass of courage.” They failed to notice two mares slip in and take a booth in a darkened corner. The waitress returned with their drinks and set them down before walking away wordlessly to the newly occupied table. “Can't say much for the service, can one?” she said as she glared at the retreating mare.

“It's probably the end of her shift, Trixie,” Twilight replied.

Shrugging, Trixie downed her drink in one go, letting the cherry slide onto her tongue in an obvious manner. She tried her hardest to not look at Twilight as she did this, but if she had, she would have seen her staring wide-eyed at her dexterous use of the muscle. She sucked the cherry through pursed lips with an audible **_POP_** , and set the glass down. Letting out a sigh of satisfaction, she said, “Well, Trixie believes she is ready to show you what we came for.”

With that, she stood, and went to the stage and began fiddling with the karaoke machine. It took a moment to find her selection, then she took her microphone in hoof over to the center of the stage. In an amazing feat of nimbleness, she stood on her hind legs and began to [sing.](http://www.youtube.com/watch?v=CDnl8Ddy89M) From the first words, Twilight sucked in her breath and held it. She watched as Trixie cast an illusion spell above her of two vague unicorns, one blue and one purple meeting. Their features were indistinct, though their silhouettes were very familiar.

The blue unicorn started to walk away, but the purple one chased her down, catching her easily. The two seemed to talk before parting again, the purple unicorn watching her go. The blue unicorn walked as the scenery changed. From country roads to city streets, back to the wooded lanes, to small villages. Through summer, autumn, winter, and back to spring again, the seasons changed. Some places welcomed the blue pony, but most did not, driving her away, with stones at times. Through it all, the blue unicorn always kept the purple in her mind.

Twilight noticed a small feature on the unicorn become clearer as the imagery went on. A small red dot formed on the blue unicorn's chest that slowly, but steadily grew with every beat until she could see that it was a heart. Every time the heart grew, a white tear could be seen rolling down the pony's cheek.

When the guitar solo came around, the blue unicorn shrank to a small corner of the illusion, leaving the purple unicorn, who was searching for the blue one. She visited the same places, went to the same towns, but was welcomed, whereas the other was not. She finally came to the same small town where the blue unicorn was being chased by a bear-like monster. With the kind of ease that would make most mages jealous, the purple unicorn flung the bear away into the distant woods.

Face to face once more, the two unicorns looked into each other's eyes. The purple one presented the blue with a bouquet of flowers, bringing a patch of red to her face. The purple unicorn then swept up the blue in her arms, dancing to the swell of the crescendo. Long, flowing gowns appeared on them, adding to the ponies' grace. As the song wrapped up, the two unicorns drew closer until their muzzles were touching. Their lips met in a fiery clash of passion, and the illusion faded away with the song and singer.

A moment of stunned silence was broken by the roaring cheer that suddenly filled the bar. Startled, Trixie opened her eyes and looked out to see the large room filled to standing capacity. Ponies were packed in and stomping their hooves, or sitting on the floor and clapping. Whistles and cheers filled the air, almost deafening to hear. Trixie bowed and looked over to her table and saw Twilight sitting alone, tears streaming down her face, a face which was smiling at her.

Twilight wiped away her tears as the azure mare came back to the table and sat down again. Trixie gestured to the audience, asking, “When did they show up?”

Twilight giggled at her. “A little after you started singing.” She blew her nose into a napkin.

New ponies were taking to the stage, looking to impress their special someponies with a song of their own. Berry Punch was grinning ear to ear, and the waitress suddenly didn't have the time to look or act bored. As a sand-colored stallion with dark brown mane and an hourglass cutie mark took control of the stage, and began his rendition of [Bully Foal's Uptown Mare](http://www.youtube.com/watch?v=hCuMWrfXG4E), much to the delight of a certain gray pegasus, Trixie said in Twilight's ear, “Let's move on. Too noisy for Trixie's comfort.”

Twilight nodded, and they left, being followed by a unicorn stallion, who was in turn followed by two mares, a pegasus and an earth pony.

(\ /)

( . .)

*(“)(“)

The light blue stallion followed the pair of mares at a discreet distance. He smiled broadly when the two of them turned down an alley between two houses. He slowed down just a bit to let them get far into the alley. He was about to run in when he was pulled into the alley next to which he was standing. He was violently thrown up against the wall where he stayed, rear legs dangling free of the ground.

“What's your problem, pal?” hissed a rough, feminine voice off to his left.

“What do you want with Twilight Sparkle and Trixie?” Asked another, softer feminine voice directly in front of him. The cloud hiding the moon moved on it's course, illuminating the stallion, but leaving the mares in the dark. The thunk of something solid hitting the ground caught everypony's attention, causing them all to look down on the ground.

A gold hoof picked up a camera, holding it up for all three to see. “Paparazzi,” she growled. “I... hate... BUCKING PAPARAZZI!” The mare popped open the back of the camera and pulled out the film, destroying it. She then threw the camera into a nearby pond, startling some ducks who were sleeping on it's shore.

The stallion grinned at them sheepishly, but the mare holding him up slammed him against the wall again. “The lives of private citizens are just that, _private_. If we catch you trailing Twilight again like this, we'll-”

A hoof on her shoulder stopped her from going into explicit detail of what would happen. Instead, the gravelly voice said, “We'll see if Twilight's big brother would want to take the time to give you a lesson on just where the line is drawn for journalists, yellow or otherwise.” She punched the wall next to his head, cracking the brick slightly. “Got it?”

The stallion was unable to say anything, so he just nodded vigorously. He was unceremoniously dropped to the ground, where he stayed catching his breath while the two mares walked off into the night. As he rubbed the back of his sore head, he wondered, not for the first time, if he should have just stuck to taking baby pictures and nature photos.

(\ /)

( . .)

*(“)(“)

Trixie and Twilight walked side-by-side  along the edge of a pond. The cool evening breeze blew a cloud of fallen leaves past them, sending a shiver down their spines. The moon peeked out from behind clouds, flooding the land with a pale light. It's reflection on the water was broken up by the ripples and occasional leaf that alighted on the surface. Crickets and frogs sang their night songs, and even a few lightning bugs could be seen dancing in the dark.

“Trixie?” Twilight's soft voice sent a thrill up the blue unicorn's spine that the chill wind could not compete against.

“Yes, Twilight?” Much to her relief, Trixie's voice did not hold the quaver she felt in her chest.

“Did...” The lavender unicorn's hesitation caught the other unicorn's breath. “Was that illusion story... was it about... us?”

Trixie licked her lips nervously. “What would you do if... if I said yes?”

There was a long pause that filled Trixie with dread. The longer it stretched, the more worried she became. “I... I would say that... I have a lot of things to consider.” Trixie's face fell, causing Twilight to hurriedly add, “That's not a no!” Twilight grabbed the other mare's shoulders in an effort to keep her from running away. She could see relief and hope flooding back into Trixie's expression. “It's not a no,” she said quieter. “It may not be a yes either, so let's just call it a... maybe?”

“How long?” Trixie's question was almost lost on the wind, it was so quiet.

Twilight looked to the ground and flipped over a flat rock with her hoof. “I... I don't know.” She took a deep breath and sighed. “I don't know. I feel so... conflicted. I enjoy what we have as friends, but I also see what we could have as... something more, and want to take the plunge, regardless of the risks and consequences, known and otherwise.”

Trixie's heart swelled at Twilight's almost-admission. Just knowing that she was seriously considering the matter was enough... for now.

(\ /)

( . .)

*(“)(“)

Twilight opened the door, and led in a subdued, but smiling Trixie. She looked over at the couch and saw Cheerilee and Spitfire sitting and reading from the same book. “Have a relaxing night, you two?”

They looked up, and Cheerilee replied, “Back already?”

Spitfire looked to the clock and said, “Is it that late already? Boy, time really flies when you're reading, huh?”

Twilight grinned at her. “I know, right? Well, if you'll excuse me, I need to take off my make up for bed. See you ladies upstairs soon.”

As the lavender unicorn trotted upstairs, Trixie walked up to the other two on the couch. “So, stayed in all night, eh?” They nodded. “Nothing interesting happen?” They shook their heads. “You know, we had a wonderful night,” she said, eying them closely. “Not a single bad thing happened to ruin the night. It was almost as if we had a guardian angel or two watching over us.” She gave them a pointed look which caused them to start to sweat a little. “If that were the case, Trixie would definitely have to thank any pony who would do such a thing for her or Twilight, perhaps even go so far as to return the favor.” Another pregnant pause. “But since that didn't happen, Trixie supposes that she will just turn in, since it was an exhausting evening.”

She turned away and walked to the stairs, pausing as she reached them. “By the way, books work better when they're read right-side-up.”

  
**Author's Note:**

Woof! She finally said it! Glad that's finally out there for everyone to poke at with sticks. So, poke away! I don't mind. I hope you all clicked the video links at the appropriate places. I really think it adds to the story. The usual disclaimers here, I don't own anything here but the arrangement of the words. All else belongs to Hasbro and Lauren Faust.


	17. Date Night, Take Two

**Chapter 17: Date Night, Take Two**

 

Twilight awoke to somepony humming. The song sounded familiar, but she couldn't quite place it, until the pony started to actually [sing it.](https://www.youtube.com/watch?v=HTzGMEfbnAw)

_There'll be no strings to bind your hooves,_

_not if my love can't bind your heart._

_There's no need to take a stand,_

_for it was I who chose to start._

_I see no reason to take me home,_

_I'm old enough to face the dawn._

Twilight's head had risen by this time and saw Cheerilee packing her saddlebags. The teacher paused when she noticed Twilight's attention on her. A smile took over each of their faces as they began singing together.

_Just call me Angel of the Morning, Angel._

_Just touch my cheek before you leave me, Baby._

_Just call me Angel of the Morning, Angel._

_Then slowly turn away,_

_From me._

This of course woke the others, who sat and watched them.

_Maybe the sun's light will be dim,_

_and it won't matter anyhow._

_If morning's echo says we've sinned,_

_well, it was what I wanted now._

_And if we're victims of the night,_

_I won't be blinded by the light._

Unable to keep from indulging Twilight, Trixie and Spitfire joined in for the chorus.

_Just call me Angel of the Morning, Angel._

_Just touch my cheek before you leave me, Baby._

_Just call me Angel of the Morning, Angel._

_Then slowly turn away,_

_I won't beg you to stay,_

_with me._

_Through the tears._

_Of the day,_

_of the years,_

_bay~ay~ay~by!_

At this point, Twilight and Cheerilee were standing on their rear legs, a foreleg over each other's shoulders, singing into a hairbrush as if it was a microphone, eyes squeezed shut like they were singing a power ballad.

_Just call me Angel of the Morning, Angel._

_Just touch my cheek before you leave me, Baby._

_Just call me Angel of the Morning, Angel._

_Just touch my cheek before you leave me, Darling._

_Just call me Angel of the Morning, Angel._

_Just touch my cheek before you leave me, Darling._

Twilight drew all three in for a giant group hug, squeezing so tight, it left the others breathless. Trixie wriggled around a bit, saying, “Trixie is beginning to see a pattern in which songs get the biggest reaction from you, Twilight.” The soft smile on her face took any of the unintended sting out of her comment.

Sheepishly letting them go, Twilight scratched the back of her head with a hoof. “What can I say? Princess Celestia has had a profound impact on my life.” She looked over to Cheerilee and asked, “So what's up with the packing? Not thinking of going home so soon, are you?”

All three of them caught the tinge of worry in her voice, but Cheerilee shook her head. “No, just getting ready for our day out.”

Twilight's eyes shot open in surprise. “Already?”

Nodding, the maroon mare said, “You betcha! We're going to- well, I want to keep it a surprise. Just prepare yourself for a lot of walking, is all I'm going to say.”

“Where are we going?” Twilight asked with an arched eyebrow.

Giggling, Cheerilee replied, “Nowhere if you don't get up soon. Come on, the train leaves in less than an hour.”

“Train?” All three mares shouted in confusion.

Cheerilee waved her hooves in a placating manner. “It's just a day trip. We'll be back just after dark, I think.”

Reluctantly, Twilight arose from the warm pallet on the floor. “I guess I better get ready, then. Back in a jiffy.”

As soon as she had left the room, Trixie and Spitfire turned to the earth pony. “What is the meaning of this?” The azure mare hissed. “Trying to make sure Trixie can't follow you or something?”

“Calm down,” Cheerilee whispered. “We're just taking a quick trip to Manehatten. It's nothing big, but what I want to do can only be done there.” She grinned like a shark at them. “It's the strangest thing, though. I wanted to use my teacher's discount on train rides for field trips, but couldn't do it for less than four ponies.” She pulled out two tickets and waved them under their muzzles. “So it seems I have two extra round-trip tickets. Do either of you happen to know of anypony that could use these today?”

Trixie's expression softened, and Spitfire grinned at her. The pegasus took the tickets and hid them in her wing. “So,” she said slyly, “you didn't object to what we did last night then? Looking for a little reciprocation, perhaps?”

Cheerilee smiled at her. “Like, _totally_.”

Grunting with disgust, Trixie facehoofed. “Ugh. Trixie thought the eighties ending decades ago. Why must you torment her with such anachronisms?”

“Like speaking in the third person?” Cheerilee retorted.

Trixie glared at her. “Touché,” she grumbled.

Cheerilee put her foreleg over Trixie's withers. “Look, you may not know about it, but we managed to keep your face and Twilight's _out_ of the papers last night.”

“Why would Trixie want her face kept out of the papers? Haven't you heard that 'free publicity is good publicity'?” she asked.

“At the cost of Twilight's privacy?” the teacher shot back. That set the unicorn back. “Look around you, Trixie. Does anything here tell you that Twilight is seeking fame? You've corresponded with her for a while now. Has anything she's ever written told you that she wants to be in the limelight?” Trixie pondered this with a hoof to her chin.

“Trixie, as much as it pains me to say this, I can see how much you care for Twilight. Perhaps even as much as I care for her. Like me, Twilight is an introvert. We don't seek attention, and we value our privacy.” She paused as if something she was about to do pained her greatly. “I would consider it a personal favor if you were to follow us and keep the paparazzi at bay. I'm not sure why, but we caught one last night, here in Ponyville. Ponyville of all places! And where there's one, there's bound to be others.”

Spitfire came up to her other side and put her foreleg over Trixie's withers and Cheerilee's foreleg. “Cheerilee and I came to an understanding last night. We'd look out for each other the way we looked out for you last night. Now if not for her, or to repay a favor unasked for, then do it for Twilight.”

Trixie chewed on her bottom lip as she looked from one mare to the other, before hanging her head and sighing. “Very well. Trixie will help.”

Smiling, Cheerilee said, “Great! I really appreciate this, Trixie.” She smacked a hoof into the other in a gesture meaning she had just remembered something. “Oh! Just a warning, I had to get these tickets through my discount, so you'll have to go incognito. Being a unicorn, Trixie, disguises shouldn't be a problem, but there's something you should know about how you're going to need to appear.”

(\ /)

( . .)

*(“)(“)

Twilight ran behind Cheerilee, panting like a dog, but wearing a smile. Their scarves, a token against the early morning chill, flapping in the breeze behind them. The maroon mare turned around and called back, “Hurry, Twilight! The train might be leaving early!”

They rounded the street corner, rear ends drifting sideways like race carts. Running up to the platform, they saw that the train was loading the last of the passengers. They approached the conductor who was helping an elderly mare aboard. Twilight flashed her ticket and was waved aboard. Cheerilee showed her ticket, then took the conductor to the side and whispered, “I have a couple of students coming along later for our field trip. Could you see that they make it aboard okay? I need to get my teacher's assistant settled and briefed.”

The mutton-chopped stallion tipped his hat to her. “Of course, ma'am.”

Cheerilee smiled and climbed up with a “Thanks!”

(\ /)

( . .)

*(“)(“)

“Trixie will get her for this,” the azure unicorn filly said as she adjusted her foal-sized saddlebags for the umpteenth time.

A golden pegasus filly rolled her eyes. She was getting a little _too_ good at that lately. Not even Fireflash could get this many eyerolls in a single day. “Look, she already told us that she needed to use her discount to be able to afford getting us tickets as well.”

“Then why didn't she get us these tickets as teacher's assistants as well as Twilight?” Trixie retorted.

“Because she wanted to make sure that Twilight wouldn't recognize us if we happen to run into her?” Spitfire answered. “And what if we have to get rough with some paparazzi again? I dunno about you, hon, but I'm a little _too_ recognizable as an adult. Besides,” she added, “who wouldn't like a chance to be young again?” The pegasus gamboled around the unicorn a bit for emphasis.

Trixie's expression turned sour. “Trixie would rather forget about her foalhood, thank you very much,” she said almost mechanically.

Spitfire trotted beside her, giving her a concerned look. “Wanna talk about it?”

“Perhaps later on the train. It will give us something to do besides look at the scenery,” Trixie sighed.

Nodding, the pegasus led her up to the loading platform, where the conductor waited, and waved to the “fillies” from the train. He hurried them aboard, saying, “Your teachers are already aboard. Unfortunately, we don't have any seats open near them, so you'll have to ride several cars back. Will you be alright with that?”

Trixie nodded enthusiastically. “Oh, yeth, thir! We wide the twainth awl the time in Manehattan!”

Spitfire's jaw dropped, and had to be dragged by Trixie to their seats. Definitely gonna be a long day.

(\ /)

( . .)

*(“)(“)

“Come awn, Cheer'lee. Can I take off dish b'indfoad yeh? I feel 'ike a dodal foah beeng 'ead 'round the ci'y 'ike 'is.” It wasn't easy to talk around the mouthful of Cheerilee's scarf that was guiding Twilight, but she managed by clamping her teeth down.

Cheerilee smiled back at her date. “Relax, Twilight. We're here.” She stopped in front of an old building and pulled off the blindfold.

Twilight spat out the tail end of the scarf and tried to brush her tongue free of stray fibers as she blinked owlishly. “And just where is 'here'?” The maroon mare grabbed Twilight's face in her hooves, and pointed her head to the building, and the name which adorned it near the roof. The unicorn's eyes went wide when she read the name. “The Manehatten Museum of Science and History!” She grabbed Cheerilee by the shoulders and faced her. “You brought me to the Manehatten Museum of Science and History!” She grabbed the mare up in a huge hug and joyously danced on two hooves. She then raced up the stairs, dragging her along, shouting out “MoSH! MoSH! MoSH!”

Cheerilee's final thoughts before she disappeared through the doors was _Dear Celestia, what have I unleashed?_

(\ /)

( . .)

*(“)(“)

Twilight pulled Cheerilee close until they were cheek-to-cheek, looking into a display case. “Look at the detail on this, Cheery! Somepony spent a lot of time on this diorama!” Indeed, the level of workponyship on the exhibit was exquisite, but the earth pony could not concentrate on the 1/48 scale reenactment of the founding of Canterlot. She was too busy taking note of the name Twilight had called her.

_Cheery! She called me Cheery! I think I may just squee! I am, I really am!_ Clamping down her teeth, she was able to suppress all but a tiny sound of joy from escaping. “Ghee!”

Glancing at the ceiling, Twilight asked, “Did the air conditioning switch on or something?”

Thinking fast, Cheerilee pointed to the diorama. “Twilight, look at the models of the Princesses. Aren't they just adorable?”

Twilight sat and clapped her hooves. “I know, right? When we get to the gift shop, I'm going to see if they have any for sale.” She looked off to the side, thinking. “Let's see, I'm going to want a set for me, a set to send each of the Princesses,” She looked to Cheerilee again. “Do you think I should get one for Spike? I don't want to get him a grab bag of gems, the quality in gift shops tend to be junk food level.”

Cheerilee pointed to a foal being led by his mother. “What about a hat like that one? He really seemed to like the last one I gave him on his birthday.”

She looked to where she was being pointed, and said, “I dunno. I don't want him going through an unscheduled growth spurt like last time. Maybe a rock tumbler or something?”

“Well, we'll just have to wait and see when we get there,” Cheerilee replied. She cleared her throat before saying, “Twilight, um about what you just called me...”

Twilight tilted her head to the side. “I called you Cheerilee, didn't I?”

“Um, actually, you called me Cheery.”

Twilight's hooves went to her mouth. “Omigosh, I'm so sorry, Cheerilee. I didn't mean to disrespect you-”

“Actually, I uh, don't mind if you called me that...” Cheerilee's voice trailed off at the end to Fluttershy levels of volume as she looked to the floor.

Twilight ducked her head, trying to catch her eyes. “Y- you don't mind? Really?”

Cheerilee blushed deeply and nodded.

Smiling, the lavender mare sidled up to her and nuzzled under neck. “Thanks... Cheery.”

(\ /)

( . .)

*(“)(“)

A tiny azure hoof crushed a juicebox, spilling it's dregs over the offending appendage. “Trixie will _slay_ her for this!” The fire in her eyes would give most adults pause.

Spitfire threw her empty juicebox in the trashcan with a casual toss over her shoulder, and laid her hoof on Trixie's shoulder. “Easy there, girl. You did some things yourself last night that didn't make either of us happy, but we let it slide for Twilight's sake.” They peeked out from behind a large potted palm tree, watching Twilight comfort her date.

A pink aura surrounded a napkin dispenser in the cafe', pulling some free and floating them over to the distraught “filly”. Trixie wiped her hoof clean and the spill on the floor, saying grimly, “Very well. Trixie will let this slide. But she will not let much more than that to occur under her vigil.” Employing her magic, she threw away the empty box and used napkins.

“Trixie...” Spitfire began.

She turned to the pegasus and cocked her head to the side. “Yes?”

Spitfire shook her head and let her hoof drop to the floor. “N- nevermind.”

Trixie grabbed her companion and pulled her further into the museum with a gasp. “Come on! They're headed into the planetarium, and you know what ponies do in dark rooms like that!”

(\ /)

( . .)

*(“)(“)

“At the Dawn of time, there was Equestria. The heavens and the sun still existed, but their cycles, such as they were, had no regularity to them. Days could last anywhere from minutes to weeks. The moon came out whenever it wished, sometimes even obscuring the sun in what was known as an 'eclipse'. And the stars were all clumped together in one corner of the sky, when they bothered to come out at all. Chaos reigned.” As the sepulchral voice described the past, events played out on the ceiling mirroring it.

Twilight reclined in her chair next to Cheerilee, their hooves almost, but not quite touching. Twilight had a huge grin plastered to her face as the show continued. In her mind, she tried to pick out the stars that she knew would one day form her favorite constellations. Cheerilee too, was smiling, but her view was considerably different. The only stars she saw, were the ones in Twilight's eyes which sparkled intently.

Above them, a caricature of Celestia appeared, and set the sun on a regular path. Shortly afterward, Luna made her way and set the night sky and moon into their cycles. Twilight turned to Cheerilee. “I've heard this story so often when I was just a filly, but seeing it played out like this really makes it come to life.” She was startled by the sultry look the teacher was giving her. In fact, it was very similar to the look that Trixie-

“Twilight.” Cheerilee's whisper was difficult to discern.

“Y- yes, Cheery?”

Cheerilee's heart swelled with love. Her hoof moved completely of it's own accord, coming to rest on top of Twilight's. The warmth now shared sent a wave of heat through both of them, darkening their cheeks. Their faces moved closer until they were just inches apart. Cheerilee caught a whiff of the perfume Twilight was wearing which smelled strongly similar to the garden the earth pony loved to tend at her own home. Heather and lavender with just a hint of the ink and musty papers that surrounded her on a near-constant basis. The teacher gently ran her hoof through Twilight's mane, then rested it on her cheek. She was pleased to note that her date leaned into her hoof just slightly. “Twilight,” she repeated.

“Yes, Cheery?” Twilight could barely be heard , she was so quiet.

Staring into each other's eyes, Cheerilee said, “Twilight, I... I love-”

The sudden brightening of the lights startled them out of their private little world, and they snapped upright in their chairs, looking anywhere but at each other. “Um, I- I- I guess the show's over, huh?” Twilight stammered.

Coming to her hooves, Cheerilee said, “I guess so.” She looked around for a moment, then quickly added, “I need to use the restroom. Excuse me.” And with that, dashed of to the little fillies' room. In the restroom, she stood at the triple sink, her fore-hooves firmly planted on the countertop. She heaved mightily, trying to catch her breath. When it returned to a semblance of normality, she turned on the faucet with a squeak and splashed her face with cold water.

“I must say, that was some impressive show you two were putting on out there.”

Cheerilee whirled around, splashing water on a earth pony mare with a light gray, piebald-patterned coat. Her dark gray mane was mostly hidden under a tweed flat cap the color of granite. All in all, she looked like she was designed to blend into the background. Even her cutie mark, a dark gray domino mask, suggested somepony easy to overlook. “Who are you?” the teacher demanded.

“I'm not surprised you don't recognize me, Cheerilee,” replied the mysterious mare. “Suffice it to say that I'm here to help you out. Your two... bodyguards have excellent disguises, but being what they look like, there's only so much they can do.” She walked over to a stall and pulled a small black object from under her hat. She leaned against the door, holding it open so that she could clearly see the toilet. Holding up the small object, she asked, “Know what this is?”

Glaring at the mare, Cheerilee answered, “A roll of film. Just what are you planning to do with that?”

“Wrong. This is yours and Twilight's privacy. With this, a pony could make lots of bits, but at the cost of your happiness. Yours _and_ hers.” she said, and unspooled the film, exposing it to the light and ruining it. She pulled it completely free of the container and flushed it down the toilet. She tossed the empty roll into the trash can and sauntered over to the maroon mare. “I had pulled that from a photographer who had been following you since the train station.”

“Why are you helping us? What do you want?”

The other mare washed her hooves at the sink, then began examining her reflection. “Us?” she asked. “No, no, no, my dear, the one I am helping is Twilight. Let's just say that a mutual friend has a vested interest in her safety and continued happiness.” She stuck her tongue out at her reflection and turned back to the teacher with a chuckle.

Cheerilee arched an eyebrow at her. “So who is this 'mutual friend'?”

Chuckling again, the mare said, “Why don't we just leave it at that, 'kay?” She patted Cheerilee's cheek on her way out. Pausing at the door, she added, “Just be aware that there are ponies out there looking out for that yummy mare of yours, doing what we can to make sure that she never changes unless she wants to.” With that, she left her alone in the restroom.

Cheerilee rushed out into the busy museum, but could not see any sign of her. She did catch sight of Twilight, and trotted over to her. “Did you see somepony come out of there before me?” she asked.

Twilight looked at her strangely. “No, why?”

Turning away, Cheerilee muttered, “Nothing. It's probably nothing.” She shook her head and smiled at her. “I just thought there was somepony in there I recognized. Guess I was mistaken.” Walking over to the gift store, she said, “Come on. We still have other places to visit today!” Twilight smiled as she followed.

(\ /)

( . .)

*(“)(“)

The gray mare sidled up to the stallion dressed as a gaudy tourist better garbed for being in the Bahamares. “S'alright?” she asked.

He nodded as he flashed a picture of an exhibit of a sectioned cutaway of a dragon. “S'okay.”

She smiled at nopony in particular. “Your Princess thanks you for your continued diligence, sir. Now if you'd be so kind as to inform the team, they're moving on to their next stop.”

The stallion nodded as he brought a hoof to the brim of his visor. As the mare slipped away into the shadows, he spoke low as if he were talking to himself. “Mother hen, the chick is on the move.” He checked his watch, taking note of the time, then added, “Grain silo is most likely.”

As one, a dozen ponies around the museum made their way towards the exit as unobtrusively as possible.

(\ /)

( . .)

*(“)(“)

Twilight levitated another small hoofful of hayfries out of the extra-large basket they had bought from a street side vendor, and dipped them in ketchup before chomping down on it with relish. “Y'know,” she started to say around the mouthful. Finding it impossible to forget her manners, she swallowed and tried again. “You know, I try not to indulge myself like this too often. I lead far too sedentary a life to eat like this.”

“But with all the exercise we're getting today, I think we can handle it,” Cheerilee replied, popping in a hoofful of her own.

Taking a sip from her cup of lemonade, Twilight groaned appreciatively. “This is sooo good, Cheery! You gotta try this. They added a little cherry syrup in it!” She levitated the cup over to her companion, offering her the straw.

With a slight blush, the maroon mare took a long sip. “Mmmm... that _is_ good!” _All the sweeter since it came from your straw._ She looked at her date and smiled. “Twilight, you've got a little...” Before the mare could react, Cheerilee reached over and wiped a bit of ketchup from the lavender mare's cheek, then licked it off her hoof. _Oh dear Celestia, ketchup never tasted this good._

The librarian blushed hotly as they walked. The act reminded her of what happened in the planetarium. Trying to hide her glow, she ducked her head into her scarf. She was startled out of her private thoughts by Cheerilee's voice.

“Oh! Here we are!” She waved to collection of buildings they now stood in front of, and Twilight's jaw dropped.

“The Manehatten University of Magic!” She turned to Cheerilee. “Are we?”

Cheerilee nodded. “You betcha! Two, count 'em, two seminars on magic, one of which for teaching magic to foals.”

Twilight jumped around her in a circle shouting “YESYESYESYESYESYESYESYESYES!”

(\ /)

( . .)

*(“)(“)

It had been a long, exhausting day, especially when your legs were suddenly a quarter of the size to which you had become accustomed. Spitfire especially felt this, since her wings were far too small to be useful for flying. She slouched down in her seat and stretched her hooves out as far as they could go. Trixie sat next to her, but was too intent on looking out the window head resting on her hoof to notice her traveling companion's discomfort. “Trixie...”

“Are you going to say it this time?” the azure filly asked.

Spitfire was taken aback by the question. “Say what?”

Trixie turned to face her. “Whatever it is that you've been trying to say to Trixie all day. It would be difficult not to notice that something has been on your mind lately, not just today, either.” She sighed and turned her body to face her fully. “So, out with it. Trixie promises not to laugh at you, and will hear you out. She feels she owes you that much if not more.”

The golden pegasus smirked, sat up straighter and brought her hind legs up to wrap her forelegs around.. “Guess I haven't been very good at hiding it, have I?” Trixie shook her head. “Trixie, I... I would like for us to be friends.” Trixie gasped, but otherwise remained silent. Bolstered, Spitfire continued. “I.. I like you, Trixie. You speak your mind, and are unafraid of what others think of you. I admire that. Even if things work out that Twilight chooses one of us and the other has to go away, I would like to remain friends with you.”

Trixie sat there, mouth agape for many minutes as the train _**CLICK-CLACKED**_ away the miles. She came out of it when Spitfire grinned and closed her mouth for her. “Trixie... I would be pleased if we could be friends. But what about...” She nodded towards the forward cars where Cheerilee sat with Twilight.

Spitfire shrugged. “I kinda like her, too. She's down-to-earth, no pun intended, and agreeable in her own way when Twilight isn't on the line.” She sighed and looked off into space. “You don't have to follow my example and try to befriend her, or even accept _my_ olive branch, but I hope you will. Ponies like you and I, for one reason or another, don't get many opportunities to make real friends.”

She was surprised when she was enveloped in a hug. “Trixie would be honored to call you friend. As for the.. as for Cheerilee, I will consider your proposal.”

(\ /)

( . .)

*(“)(“)

Twilight leaned against the elder mare's shoulder and just enjoyed the peace and quiet after a full day in the noisy city. “Cheerilee?”

“Yes, Twilight?” The teacher was so content right now that even if they were beset by train robbers, she wouldn't move from her spot.

“You... you were serious, what you said at the planetarium, weren't you?”

Cheerilee's breath caught as she recalled the moment in question, all peaceful reflection gone now. “Ye- yes.” _There. It's out there, and confirmed loud and clear. No turning back now._

“I see.” Terror took hold of the teacher's heart at those words. “I... I'm not saying no, but you should know something,” Twilight said softly.

“W- what's that?” A lump was forming in her throat, but she fought it down.

A long pause, followed by “Trixie told me the same yesterday.” Another pregnant pause. “I was giving it serious consideration.”

A third pregnant pause, followed by an “I see,” from Cheerilee.

Twilight whipped her head up to look her in the eyes. “You too, of course! What you said means so much to me as well, but...” She licked her lips. “Cheery, you have to understand that nopony has _ever_ shown an interest in me like this. Much less two mares.” She embraced her date fiercely. “Please understand that I care _so_ much for both of you. I don't want to hurt anypony, but this is a lot to take in. I'm going to need some time to think this over. I hope you understand.”

Cheerilee put her hooves around her as best she could and rested her head on top of Twilight's. Breathing in her scent, she felt her peaceful contentment return.

From a dark corner in the rear of the car, a nondescript gray mare smiled as she pulled her hat down and closed her eyes.

  
**Author's Note:**

Wow, big chapter. Biggest I've done in a while. I hope you enjoyed this one as much as I have. And if you didn't d'aaawww at the image of a filly Trixie and Spitfire drinking from juiceboxes, then you must be made of stone. The usual disclaimers go here. Everything but the arrangement of the words and the mysterious mare belong to Hasbro and Lauren Faust. That mysterious mare is aaalll mine. No touchee! ^_^


	18. Date Night, Take Three

**Chapter 18: Date Night, Take Three**

 

As she walked, Spitfire noticed that she had worn a small rut in the path leading up to the house. She turned around and continued to pace the path. _I'll make it up to them if only they get here in time._ The rising sun peeked over the horizon, warming her chilled body. As the long shadows shrunk, she noticed her breath could no longer be seen. _At least it's warming up a bit so I won't have to wait in the cold for much longer._ As she finished this thought, she heard the crunch of hooves walking through the frost-covered grass.

It wasn't long until she saw Lyra and Bonbon walk around the corner, and into sight. Bonbon was leaning against her marefriend, eyes closed, and they both looked exhausted. The pegasus galloped up to them. “Thank Celestia you're here. How did it go?”

Lyra gave her a flat look. “You better appreciate this. With what we had to go through, I wouldn't have done this, even for family.” She reached into her saddlebag and pulled out a package about a hoof long, three-fourths of a hoof wide and a quarter of a hoof thick, wrapped in plain brown paper. The paper was stained with ominous, dark splotches, and bound in twine.

Spitfire gratefully took the package and hugged it to her chest. “Oh, thank you, thank you, thank you! This will mean so much to Twilight!” She reached into her left wing with her mouth, and pulled out a thin envelope. She gestured to Lyra, who took it in her golden magic aura. “Please take this as a token of my appreciation. And if there's anytime you need a favor, don't hesitate to ask!”

Lyra smiled and shook her head as the golden mare flew off. She looked at the love of her life that dozed, leaning on her shoulder and whispered, “Come on, Candy Ass. Let's get to bed.” She led her inside and set the envelope on the nightstand next to their bed while she put the earth pony in. Settling in next to her, she wrapped her forelegs around her and snuggled in for a good long sleep, when she remembered the envelope.

Sighing, Lyra knew that she could never get to sleep as long as she didn't know what was in there, so she floated it over and opened it. Inside it, she found three slips of paper. The first two turned out to be season tickets to the Canterlot Philharmonic Orchestra. _Aw, that was sweet of her, if a bit over-the-top. These must have cost a small fortune._ The third bit of paper proved to be a receipt. Lyra was confused until she saw it was from  De Cadence Chocolate company for a gift basket called “The Lover's Special”. _Three hundred sixty-five bits! Has she lost her mind?_ Lyra then thought about it, and considering what she had spent to impress Bonbon, it seemed rather reasonable. Setting it all aside to deal with later, she settled in for nice, relaxing sleep with the mare of her dreams. _Besides,_ she thought, _If I woke up to Bonbon suckling my horn again, well it would make for just about a perfect day._

(\ /)

( . .)

*(“)(“)

Spitfire raced back to the library with a huge grin on her face. She didn't have to open the package to know it was exactly what she had asked for. She could practically _feel_ the magic radiating from it. _This should show Twilight that I do want a romantic relationship with her! Soon, Twilight! Soon!_ She was so excited, she performed three barrel rolls and a loop-the-loop, topped off in an Immelmare before lightly landing on the library's balcony. She quietly let herself in, and put the package in her saddlebag before laying down in her spot next to Twilight. Snuggling up to her, she closed her eyes and breathed a sigh of contentment.

(\ /)

( . .)

*(“)(“)

“So what's on the agenda for today, Spitfire?” Twilight asked around a mouthful of oatmeal.

Across the table from her, the pegasus swallowed her mouthful while Trixie and Cheerilee looked on with interest. “Cloudsdale!” she proclaimed happily.

Twilight nodded thoughtfully with a hoof to her chin. “That explains why you had Spike send out for a pegasus chariot, I suppose. Sounds like fun,” she said with a smile. Looking over to the other mares, she asked, “What about you two? Any plans for the day?”

Waving her hoof nonchalantly, Trixie replied, “Trixie supposes she will find some way to occupy herself today. Worry not over her, she is well capable of keeping herself entertained.”

“Perhaps Cheerilee could show you some of the sights in town. She's been here most of her life after all,” Twilight suggested.

“Sounds like a wonderful idea, doesn't it, Trixie?” Cheerilee looked to the unicorn in question anxiously.

Sighing, the azure mare said, “Oh, very well. It sounds better than rotting away inside all day with nothing to do but read.”

Twilight looked at her like she had said something foreign to her. Shaking her head, she said, “Well, as long as you two have fun.

There was a knock at the door and Spike called out, “Twilight, the taxi's here!”

Gulping down the rest of their breakfast, Spitfire and Twilight ran out of the library, stopping only to pick up their saddlebags. “Bye, Spike! Don't wait up for us!” Twilight called out on her way through the door.

Trixie dropped her spoon into her bowl with a loud clatter and crossed her forelegs in disgust. “Well, now what do we do? Trixie nor you can fly, so how are we supposed to keep an eye on them?”

The small dragon walked into the room to clear away the breakfast dishes, his head barely reaching eye level to the table to see. “Why don't you use the book Spitfire left out on the lectern for you?”

Slowly turning her head to face the diminutive drake, Cheerilee asked, “What book?”

He turned to the mares with what passes for an eyebrow arched, and replied, “The spellbook opened up to the cloudwalking spell? You mean she didn't tell you?”

Cheerilee facehoofed while Trixie said, “She never had a chance to talk to us alone. Twilight had bathed last night, so she didn't feel the need to do so this morning as well.”

Spike would have facepalmed himself, were his claws not full of dirty dishes. “Then I guess she didn't tell you that there's a taxi waiting at the city hall to take you two to Cloudsdale as well?” he groaned.

A moment of silence passed before the two mares dashed out of the library so fast, they left their bowls spinning in place. Spike shook his head in grim amusement as he climbed the step stool in front of the sink to begin washing. “Yeesh. If that's what love does to you, I'm glad I got over my crush on Rarity.” He conveniently ignored the things he used to do just to be in the same room as the older mare. Even now, he felt a stab of regret over losing her to Applejack, her happiness notwithstanding.

The front door was bucked open, causing the dragon to almost drop a glass, and Trixie galloped back in long enough to telekinetically grab the book and run off again. Spike returned to his washing and muttered to himself, “Mares.”

(\ /)

( . .)

*(“)(“)

Spitfire turned to the mare in the seat next to her and nervously asked, “You still remember that cloudwalking spell, right?”

Twilight smiled as she rolled her eyes. “Of course, I do. How could I forget a spell as useful as that?”

Putting a hoof to her chest, the pegasus breathed a sigh of relief. “That's good. How long will it last for you? Four hours? Five?”

The lavender mare pulled out a small notebook and opened it up. “Let's see, according to my calculations, it should last at a bare minimum, two hundred forty-eight hours, if my math holds.”

Spitfire could feel her jaw hang open so far it hurt. “T-t-t-two h-h-h-hundred?”

Nodding, Twilight replied, “Approximately. I haven't had time to fully test the capabilities of the adjustments I made to the spell itself.”

“You _adjusted_ the spell?” she asked incredulously.

Rolling her eyes heavenward, Twilight gestured grandly. “Oh _my_ , yes. The original spell was so inefficient. Can you believe that Flashbang, the original creator of the spell, actually had run the calculations for the power needed using the Starswirl Principle?” She started talking more animatedly now. “You're only supposed to do that for spells that work on a massive scale. I could see doing that if you were casting the spell on many ponies or needed it to work for a month or two continuously, but for a short-term, personal use?” Twilight actually blew a raspberry as she flipped her hoof in a “oh, please” sort of gesture.

“Not that I have anything against Starswirl, don't get me wrong,” she quickly added. “But it was like when Flashbang came up with the spell, he was far too much in love with his own brilliance, and tried to show off by using as complicated a manner as possible to cast it.” She pointed to some arcane scribbles in her notebook. “See, what I did was to recalculate using the Clover the Clever method, and got a much more simple, yet elegant method of focusing the mana into the body. I also ran the magic through the medulla rather than the cerebral frontal lobe, resulting in a more intuitive spell, so long as you forget that that it's a cloud that you're walking on and manipulating.”

Spitfire looked down at the scribbles, but not knowing Twilight's shorthoof, could not comment on the veracity of her work. “But what about overflow? I thought it was a bad idea to run a spell the the baser parts of the brain since it could result in atavism.”

Twilight smiled as she really started getting into the swing of the conversation. “Oh, sure. In the amounts of mana as required by the original spell, atavism might occur, but in the amounts with _my_ recalculations, the odds of that happening are virtually nil.”

As the two conversed, Spitfire found that she had to use all of her attention and almost everything she had learned through her independent studies. _Great Celestia, a technical conversation with her is like catching a manticore by the tail. All you can do is hold on and hope that by the end your brain isn't scrambled!_

(\ /)

( . .)

*(“)(“)

“Would you _please_ hurry? We'll be in Cloudsdale soon!” The urgency in Cheerilee's voice was clearly _not_ helping Trixie to learn any faster.

“Pipe down!” she shouted at the mare next to her in the taxi cab. “Trixie is doing the best she can, but these notes Twilight made are difficult enough to decipher without plebes like _you_ breaking her concentration.” The azure mare returned to the book in her lap with a muttered, “Trixie may be Great and Powerful, but she is _no_ Twilight Sparkle.”

It galled her to admit that, even to herself. Trixie had always prided herself on her magical prowess, but that night in Ponyville when the Ursa Minor showed up, she realized just how _little_ she knew about magic, and how lacking her education truly was. With a grin, she decoded the final calculation in Twilight's notes scribbled in the margins of the spellbook. Breathing a deep sigh of relief, she said, “Trixie believes she has figured this out. Hold on to your cutie mark.”

With that, her horn began to glow, and a similar glow surrounded both of them. After it dissipated, Cheerilee asked, “Did it work?”

Trixie _humphed_ , and reached a hoof out the window and pulled in a puff of cloud about the size of a filly. She put the cloud about a hoof off of the floor and stood upon it, triumphant smirk firmly in place.

Cheerilee smiled up at her. “Trixie, you are a genius, and let nopony tell you different.”

Trixie just let the smugness fall away from her smile as she blushed from the heartfelt praise.

(\ /)

( . .)

*(“)(“)

Twilight sat on the bench and contented herself with watching the ponies go by. Spitfire had said that she'd return in a moment, so she just sat and basked in the warmth of the sun. Her pleasure was interrupted however when a shadow moved in front of her and stayed there. Opening her eyes, she saw a massive white pegasus stallion floating in front of her. His tiny wings were a stark contrast to his incredibly powerful musculature, complete with veins standing out. He appeared to be posing in front of her, showing off his rippling muscles. He assumed a new pose which showcased his biceps and with a smile, wriggled his eyebrows at her. “Like what you see?” he asked, voice dripping with testosterone.

Twilight smiled as she looked around, taking in the scenery. “Oh yes. This is a lovely city. I hardly ever get to see architecture like this in Canterlot, let alone, Ponyville.”

The stallion's smile drooped a little. He decided to take a bit of a different tack. “I didn't mean that. I mean, enjoying the gun show?” He turned side on to her letting a foreleg form an “L” shape and grabbed that hoof with his other, displaying his bicep again.

Twilight perked up and began looking everywhere but the at the stallion, even consciously moving to see around him. “Gun show? Where? I've always wanted to go to one of those, but guns are so rare! I didn't know that they had a whole show dedicated to them!”

The stallion facehoofed. _How can a mare so cute be this dense? I'm putting all my best moves on her, but it's like she doesn't even realize it!_ Dropping the posing, he said, “No, no. I mean-”

An attention-getting cough behind him interrupted their conversation. Turning around he saw Spitfire hovering there. Twilight brightened up again upon seeing her. “Spitfire, there you are! Did you know that there's a gun show in town? This fellow here was just telling me about it.”

Spitfire squeed internally at the mare's naivete, but turned a sour expression to the stallion. “Oh, really?” she replied, her voice dripping with unvoiced menace. “Is this true, Snowflake? Is there a gun show in town?”

Snowflake had the good sense to be nervous. “Ummm...” He looked from side to side, then pointed to the left. “Look! A big, distracting thing!” then flew off to the right as fast as he could, which wasn't very fast at all.

Naturally, neither mare was fooled by his obvious ploy and watched him fly away. “What a strange pony,” Twilight remarked. She looked to her date and asked, “Do you know him, Spitfire?”

The golden mare nodded. “Yeah. He tried out for the Wonderbolts a few years ago. He's got a surprising amount of power in those wings of his, but it adds up to little speed and horrendous maneuverability.” She shrugged and settled down onto the cloud in front of the librarian. “You'd be shocked at how many ponies come to the tryouts after only working on one aspect and expect to make it to the team. As if by being the fastest or most agile, they think we won't turn them away.”

Twilight nodded in agreement. “That's what I keep telling Dash. There's a reason it's called the Wonderbolt _team_. Not that she's not a team player or anything,” she hastily added, “but...”

“It's alright Twilight. I know what you mean.” She didn't explain that Rainbow Dash had already tried out several times now, and had been turned down after the second heat every time. It was always the cooperation part that did her in. That, and follow the leader. Rainbow Dash always ended up outperforming her partner. “So, ready?”

“Ready for what? I still don't know where you went or what you were doing,” Twilight responded.

“I was getting the movie tickets.”

Twilight's eyes went wide. “Movie? Which movie?” she asked with trepidation.

Spitfire grinned at her. “Why, Daring Do and the Order of the Feline.”

Pumping her hoof, Twilight practically shouted. “Yes! I've been wanting to see this for weeks! What are we waiting for? Let's go!” With that, they galloped off to the theater down the lane.

(\ /)

( . .)

*(“)(“)

Trixie ducked back around the corner. She had disguised both of them to appear as pegasi, but could not do anything about actually making them able to fly. “Okay, they're going to-” She stopped as she saw a pony melting into the shadows and Cheerilee turning back to her with two tickets in her hoof. “Who the hay was that?”

Cheerilee tried to look innocent, but her smile was way too forced to be disarming. “Who was who, Trixie?”

The azure mare walked over to the shadows where she had seen the pony disappear and began poking around in them. “Don't treat Trixie like a foal. She knows what she saw.”

Sighing, the teacher said, “Look, she works for somepony who is looking out for Twilight's best interests. See? She even gave us tickets so we can follow Twilight into the theater.” She held up the tickets in question as proof.

“That's very nice, but how do you know she wants what's best for Twilight?” Trixie asked. “What has she done to earn that kind of trust?”

Cheerilee rolled her eyes and sighed. “Well aside from today, she helped us out on my date yesterday. She took a roll of film from a paparazzi and destroyed it in front of my eyes. Trust me, she's on our side. Or at least, Twilight's side. Isn't that good enough?” She started walking out of the alley and looked back at the unicorn. “Now are we going in, or are we going to sit here and argue until the movie's over?”

Trixie walked past her and sniffed. “Fine, but if Trixie ever catches this mare, she is going to have a few choice questions for her!”

(\ /)

( . .)

*(“)(“)

The pegasus flew through the twisty, winding corridor, dodging cats as they threw themselves at her from cleverly concealed doorways all along the walls. Barrel rolling as she ducked under another catwalk near the ceiling, she just barely avoided the fish heads they threw at her. Not even bothering to look back, she clutched the jeweled necklace tighter to her chest when she heard the strange creature raging behind her. “Curse you, Daring Do! I, Ahuizotl will not let you get away with this!”

Twilight took another hoofful of popcorn from the bucket she shared with Spitfire, colliding once again with her companion's own hoof. She blushed again and mumbled yet another “Sorry.”

Spitfire leaned in close and whispered, “It's okay, hon.” She then munched on her hoofful, watching the purple mare watch her. _Let's see what she thinks of this._ The pegasus gave her hoof a long, slow lick, cleaning it of the extra butter they had requested be put on their snack.

Her nervous date blushed so hard, her entire head turned an alarming shade darker, and she quickly turned her attention back to the movie screen.

Chuckling, Spitfire returned to her newest favorite pastime, watching the love of her life. She watched Twilight try to keep her focus on the movie while her lips searched everywhere for her drink's straw. Discovering it at last, she drank deeply. Spitfire watched each swallow of Twilight's throat with deep fascination. She then looked up, meeting her gaze once more, and though they both blushed, Twilight was the only one to turn away again.

In the dark, Spitfire's hoof found Twilight's and laid on top of it. The golden mare's heart was thudding against her chest from the contact, but she didn't even consider removing it. Twilight turned to Spitfire, her face a jumble of emotions that flitted across it. Elation, fear, guilt, those, and many more warred for domination. Surprise ended up winning however when the house lights came back on and the credits rolled on the screen. Both mares snatched their hooves away as if burned.

“Well, I guess-” “That was a-” the said at the same time.

Twilight ducked her head a little and looked up at Spitfire from under her bangs. “Y- you go first.”

Swallowing hard, the Wonderbolt said, “Well, I guess we should go now.”

“Yeah.”

“Not much left once the credits start rolling.”

“Yeah.”

“Our reservation's in half an hour too.”

“Yeah.”

They continued to sit there, staring into each other's eyes, the theater all but empty now.

“...”

Somepony behind them loudly shook a box of candies, trying to get to the last ones stuck to the bottom as she stood next to the garbage can near the doors. The spell broken, the stood and quietly gathered their things.

As they left, a familiar azure pegasus jabbed her maroon companion in the ribs. She leaned in close and quietly hissed, “Remember our mutual promise! No interfering! We let the chips fall where they may.”

Rolling her eyes, the maroon pegasus threw her now empty box away. “I remember, but if they're caught in here necking by the ushers, it wouldn't exactly be good for them or their reputation, now would it?”

“Trixie supposes not,” she replied.

As they left the theater, a gray, piebald mare followed them to the exit wearing a huge grin. Her wings were oddly quiescent almost appearing to be artificial to close examination. It was just as well that nopony was paying her any attention. As she passed the trash can, she dumped several ruined rolls of film. “Oh Celestia, sometimes I love my job.”

(\ /)

( . .)

*(“)(“)

“So then, for the final contest, Rainbow actually held a _race_ for the poor creatures, just to see who was most deserving to be her pet!” Both mares let out loud peals of laughter The booth they were seated at was secluded and dark enough to afford them some privacy, and the hubbub of the restaurant covered their noise. Twilight laid a hoof on Spitfire's in an effort to get her attention. “And then- and then, after all that bother, she went with the tortoise anyway!”

They broke into fresh gales of laughter, actually having to hold on to their sides in an effort to ease their pain. When this round died down, Twilight said, “Please don't tell Rainbow I told you this. She'd kill me if she knew.”

Spitfire got a sly look and replied, “Well, I dunno. I'll consider it if you accept my gift for you.”

“You didn't have to get me a gift, Spitfire,” Twilight answered as the pegasus dug into her saddlebag. “If I knew we were going to exchange gifts, I would have gotten you something.”

Spitfire laid the package on the table with a mighty **_THUD_**. “Ah, but you've already given me a gift, hon. A very special one too. Forgiveness is _very_ hard to come by.”

Twilight waved her off. “Oh, I already told you that-”

“I know what you told me,” she interrupted. “But maybe this will help you to reconsider your final decision from that day? Go on, open it.” She slid the package over with a hoof.

Shaking her head with a smile, Twilight untied the twine, and unwrapped the present. “Oh, my.” She took a deep breath and whispered, “Oh, _my_.” She held the book close to her chest as if trying to hide it from prying eyes, a deep crimson overtaking her entire face. “Where did you even find this? The Princess has all but banned this book from the Royal Canterlot Library. The only copy of _Tantric Magic and You_ I've ever seen is in the archives, and I was never allowed near it.” She actually whispered the book's title and looked around to make sure nopony overheard her.

Spitfire leaned back in her seat, pleased at her reaction to her gift. “Let's just say that I know a pony who knows a pony.” A blush overtook her as well as her mouth ran away with the conversation. “I was hoping we might be able to practice what's in there ourselves.” She slapped her hoof against her mouth, but it was too late.

Twilight never noticed however, since her gaze was down on the table, her whole body doing it's best to camouflage itself in a tomato cart. It took her several long, long, _long_ moments to find her voice again. She looked up at Spitfire, with tears in her eyes. “I... I... I'm not sure how to say this...”

The Wonderbolt held up her hooves. “You don't have to say anything yet. I know...” She licked her lips and tried again. “I know that Trixie and Cheerilee have made their feelings plain as well. I know that you haven't given them an answer yet, so I'm willing to wait for you, no matter how long it takes.” She chuckled to herself sardonically. “I've waited all these years, a few days won't hurt any,” she said, her normally gravelly voice hitting new lows before she coughed uncomfortably to clear her throat.

She reached over the table and patted her on the shoulder. “I promise you, I'm not going anywhere.”

  
**Author's Note:**

Phew! That's all three date/confessions out of the way. Now comes the hard part, the deliberation. Twilight's got a lot to decide on, doesn't she? Naturally, she'll be consulting everypony she trusts, and some will be more helpful than others. I'll try not to drag this out for too long, but it takes as long as my muse says it will take. The usual disclaimers go here. Hasbro and Lauren Faust own everything but the arrangement of the words and that mysterious mare. Those are mine.


	19. The Decision

**Chapter 19: The Decision**

 

Rarity awoke to the sound of a woodpecker, just outside. _Wait, a woodpecker at this time of year?_ With a groan, she opened her eyes to find the night sky only just beginning to give way to the morning sun, still too dark to truly be called twilight. She was about to get up to throw a slipper at the offending bird, or whatever it was, when she felt a pair of forelegs tighten around her abdomen, the forelegs' hooves resting on her pert breasts.

“Mnm, Rares, love yah.”

The white unicorn smiled at the sound of Applejack's sleepy proclamation. Turning her head, she took in the sight of her lover spooned up behind her. She snuggled in just as the woodpecker started again. This time, she was awake enough to realize it wasn't a woodpecker at all, but someone trying their level best to turn her front door to splinters by knocking. _I suppose there's little chance of them going away at this point if I ignore them, is there?_

Sighing, she got up after gently prying herself loose from the earth pony's grasp. She gave her a kiss then started down the stairs to eliminate the disturbance, one way or another. _I swear, if somepony's mane isn't on fire and only my glorious presence can put the flames out, there may just be a new patient in the burn ward before breakfast._ She reached the door and threw open the top half of her dutch door, hissing out, “What! Ponies are trying to sleep here!” Rarity paused when she found Twilight standing on her doorstep, looking more than a little panicked as she danced in place and bit her lower lip. “Twilight? Whatever's the matter, Darling?”

“Rarity, I... I need to talk to you.” The hunted look in her eyes gave Rarity pause. “Some... something's happened. Something great. Terrible, but great.”

Rarity opened her door fully, pulling her friend inside. “Come in, Twilight, come in.” She took in the lavender mare's frazzled mane and twitchy eye, and feared that another breakdown was imminent. “You look positively _dreadful_ dear. Please, tell me what's wrong.”

They sat on a divan in the private section of her shop, with Rarity gently rubbing Twilight's back in an effort to calm her down. Twilight worked her mouth silently for a moment before sound would come out. “They... I mean... I never expected... but _all_ of them...” She turned to her friend and looked her in the eyes as she put her hooves on her shoulders. “ _All_ of them, Rarity. What do I do; what _do_ I _do_?” Twilight stood and began pacing in front of her. “How do I even _choose_? I mean, yeah, I made a mental list of pros and cons for each of them; but it got so muddled because I like them all for so many reasons, many of which overlap; and then I thought I'd try to quantify each thing I like and dislike about them, but how do you assign a value to 'looks cute with her mane mussed up in the mornings'?

Twilight plopped into a sitting position on the floor and pulled her tail around so she could pet it like it was a small animal. “It's great that they like me, well, _more_ than like me, more than great when it comes down to it, but you know what I mean. They practically said the 'L' word to my face! I think one or two of them actually did! How do I deal with a single confession like that, let alone three? This is an impossible choice because no matter whom I choose, two of them are going to go away hurt, and probably never speak to me again, and I just couldn't deal with that if it happened; it would be just awful! How could I call myself an expert on the magic of friendship if I can't even keep friends from never wanting to see me again, it's driving me crazy!” She looked to Rarity again with a a disturbing smile and her eye twitch going into overdrive.

Rarity sat down on the floor beside her and nuzzled the frazzled librarian's cheek with her own. “Oh, you _poor_ dear. You were certainly right to come to your friends for this. What are we good for, if not to offer comfort and advice when needed?”

“Rarity, what's goin' on?” Applejack came down the stairs, rubbing the sleep from her eyes.

The fashionista glanced over to her lover and smiled to herself, wondering how she came to be with such a wonderful mare. “Applejack, good morning. Would you be a dear and put the kettle on? Twilight here needs to talk to us, and she looks like she could do with some tea.”

Ambling over unsteadily, the farmer asked, “Twi? S'wrong, Sugarcube?”

“I'll explain once we sit down at the kitchen table. Now, would you mind, Sweetheart?” Rarity batted her eyes at Applejack, knowing that the earth pony had little resistance to her feminine whiles.

Nodding, the orange mare wandered off, followed shortly by the two unicorns. While she was finding the kettle, Rarity explained, “It seems Twilight is in a bit of a conundrum.”

“A con-whatsit?” Applejack asked.

“A conundrum, Love. It means she's in a tight spot, so to speak,” the white mare said. “It seems our dear, sweet Twilight has had three mares ask for her heart.” She swooned in her chair as she thought of the romanticism. Twilight just sat there, her head in her hooves as she wallowed in misery.

Applejack set the kettle on the stove after filling it with water. “So what's the big deal, then? Jus' say yes to-”

“Applejack, _Darling_ , real friends wouldn't tell her whom to date!” Rarity interrupted. “That would just be... _rude_.”

Rolling her eyes, the farmer replied, “Well, excuse me for bein' all concerned, like. There's no harm in jus' tellin' a friend to be with the pony what makes your heart go all pitter-patter.”

Rarity graced her with an adoring look, but was preempted by Twilight from replying. “That's just it, Applejack! All three of them make me feel that way. They always have! From almost the first moment I laid eyes on them, I felt a stirring in me for them. Worse yet, I can't tell which one I feel more strongly for! It's like... like...” She struggled for an analogy the farmer might understand. “Like choosing which apple trees to save from a plague of vampire fruit bats! You know you can't get them all, but if you don't act, you'll be left with nothing!” The desperation plain in her voice tore at the other two mares who gave her a helpless look.

The kettle chose that moment to cry out shrilly, and Rarity used her magic to levitate it over three mugs without getting up. Applejack pulled a chair over next to Twilight and sat closely to her. Rarity did the same as she floated the mugs over to them, noting that Applejack had put a coffee packet in her mug instead of the the sunrise blend tea in theirs. The fashionista wrapped her forelegs around Twilight's abdomen, snuggling in close to her, as Applejack leaned in and offered her shoulder to the distraught mare.

Accepting the silent offer, Twilight laid her head on Applejack's strong shoulder and heaved a great sigh. “And now all three tell me that they want to be more than friends, almost one right after the other! I just don't know what to do. I've never been at such a loss. I mean, usually, I can somehow relate my problems to something I've read before; but in all the stories where a situation like this comes up, the protagonist chooses one and the story ends. You never find out what happens to the others not chosen.” She looked up at the farmer with tears in her eyes. “How can I choose one but keep the others' friendship? How can I even _choose_ one when they all mean so very much to me?”

Applejack tried to come up with something to say, but was at a loss as well. She kissed the mare's forehead. “Ah... Ah don't rightly know, Twi. Ah guess  Ah've been lucky enough to never have this come up afore.”

Rarity sighed into the mare's purple coat. “I'm afraid I too am sorely lacking in helpful advice, Darling. It would be one thing if you had a clear idea of whom to choose, but the choice itself...” She let the sentence trail off, mentally kicking herself for her impotence.

Twilight gulped down her tea in one swallow, not even bothering with the honey set out on the table. “Well, thanks for listening girls. At least I don't feel like tearing out my mane in frustration anymore.” Wriggling free of their grasps, she hopped down to the floor. “I better get going. I want to see the others, and I think that Fluttershy is up by now to start her feeding routine.”

Rarity walked her to the door. “We're so _terribly_ sorry we couldn't be of more help, Twilight.” She cast a worrying glance her way when all she got in return was a small nod. The white unicorn turned around to find Applejack standing there looking dejected. She ran to her and fell into her powerful forelegs, blinking back tears. “Oh, I feel like such a _foal_! Here I was trying to arrange for her to fall in love with the pony I feel like she should have, and all this time she loved them _all_!”

“We both deserve a slice o' that humble pie, Rares, so don't go hoggin' it all.” Applejack's words brought a out a resentful chuckle from the unicorn in her grasp. “Twi's... Twi's got probably the biggest heart out of any pony Ah ever done met, an' Ah ain't just shuckin' corn, neither. Ah guess it only makes sense that she'd be the one to fall in love with more'n one pony.”

Looking up into the earth pony's eyes with a steely resolve, Rarity said, “Cancel your plans for work on the farm today, love. We have a friend in _desperate_ need, and if we can't help her, then we must find the one who can.”

(\ /)

( . .)

*(“)(“)

Twilight slowly walked down the street, her mind working in circles on solutions to her problem. Every time she believed a train of thought was headed toward a solution, it was derailed by self-doubt, or worry that one of them would take it badly, or some other, unforeseen disaster. Her mind was currently running a scenario wherein a hydra, riding on the back of an Ursa Major, accompanied by a flight of dragons and a parasprite swarm ran roughshod over the town while the mares told her that she didn't deserve to be with _any_ of them and they were leaving to chase after Iron Will. Princess Celestia had just landed to inform her that her services would no longer be needed when a voice broke through her thoughts.

“Twilight!”

The librarian nearly jumped her entire height in surprise. Gasping for breath, and with a hoof over her heart, she saw Rainbow Dash and Pinkie-Pie standing next to her with concerned looks on their faces. “Rainbow! Pinkie! You scared me!” she wheezed.

Sighing, the pegasus looked to her marefriend. “Looks like you were right Pinkie.”

The baker ran up to Twilight, grabbed her as if she were a stuffed doll, and glared at the cyan mare. “Of course, I was right. I may not have recognized three hoof taps, a tail smack, and itchy eyelids, followed by licking my own nose as Pinkie-sense for 'Twilight is about to have a mental breakdown' the first time it happened, but _nopony_ says that Pinkamena Diane Pie can't get with the program.”

Rainbow Dash rolled her eyes and held up her hooves placatingly. “Alright, alright, I'm sorry. Don't drop your cupcakes.” She looked over to her friend and said, “So, you going to tell us what that was all that about? Or were you just practicing your crazed mutterings and standing high jump?”

Twilight laughed a little, then broke out into full-blown giggles. Unfortunately, it didn't last, and quickly devolved to tears and outright sobbing. Pinkie-Pie did her best to calm her down by holding her and petting her head, while Dash looked around uncomfortably. After a couple of minutes, she got herself under control. “I- I'm sorry, girls,” she sobbed. “It's just that seeing the two of you together always makes me smile, but then I remembered that you're together, which reminded me of my own problems...”

The pegasus rolled her eyes. “I told you she wanted in on this, Pinkie. Nopony can resist the thought of the two of _us_ together. We're like chocolate and peanut butter, the ultimate combo!” She turned around, presenting her flank and smacked it. “I mean look at that! You could bounce a bit off of that!”

The earth pony smacked her flank as well, but with a glare. “Dashie, think with your head and not your candy!” She tilted her head with a smile. “Hey, that rhymed! I'm a poet and didn't know it!” She shook her head again and put on a serious face again. “Twilight needs our help, not our mind-blowing sex.”

“I thought that was helping,” Rainbow Dash replied in confusion.

Pinkie-Pie tucked the lavender mare under her foreleg like a package and huffed. “You know very well that she isn't in love with us like that. She's got more than enough on her plate without us muddling the issue.” She set Twilight down on her hooves again and brushed some imaginary dust from her shoulders. “Now,” she said in a motherly voice, “Tell your Auntie Pinkie and Auntie Dashie what's wrong, Sweetie.”

Twilight gave a light chuckle which worried her friends again before launching into another explanation of the situation in her love life. Both of them gave each other sad, worried looks. “Twilight, I-” began Rainbow Dash before being interrupted by Pinkie-Pie.

“Twilight!” the party pony said as she grabbed the librarian's head in her hooves, forcing her to meet her eyes. “You _know_ who you should be talking to about this.”

Uncertainty crept into the mare's eyes. “But... what if she...”

Pinkie-Pie shook her head sadly. “When have you ever known her to think badly about you, ever? Besides, you know that friends don't care _who_ you love, as long as you _are_ loved by them in return.”

“I...” Twilight's pause stretched on for felt like eternity. Finally, she hung her head in shame. “You're right.” She gave her a quick hug. “Thanks, Pinkie, Dash.” She ran off down the street before teleporting away.

Wiping a tear from her eye, Pinkie-Pie said, “They grow up so fast.”

Rainbow Dash walked over to her and draped a foreleg over her withers. “I have to say, Pinks, you may be about the goofiest pony ever, but you sure have this friendship thing down pat.”

Just then, the sound of galloping hooves rounded the corner, followed by Applejack and Rarity. The unicorn appeared to be out of breath, so Applejack asked, “Have either y'all seen Twi anywheres? We gotta tell her that Princess Luna is comin' to talk to her.”

“Stay thy tongue, good yeoman. Princess Luna hath arrived.” They looked up to see not only Princess Luna, but also Fluttershy landing near them in the street. “Hark, ye. Whence hath Twilight Sparkle gone?” She looked around in confusion, not seeing her anywhere.

Winking exaggeratedly, Pinkie-Pie answered, “She went to see the one pony she trusts more than any other, of course.”

(\ /)

( . .)

*(“)(“)

Twilight stood before the palace gates, taking in the fantastical architecture. She breathed in deeply and let out a satisfied sigh. Just being here gave her a sense of stability and tranquility. She walked up to the massive gates and nodded to the guards there who smiled and nodded in return.

“Morning, Miss Sparkle,” one of them said as she walked past.

“Morning,” she said as she continued on. Trotting through the halls, she felt an overwhelming sense of nostalgia. Little had changed since she had last walked these halls, beyond a new painting or sculpture here and there. Turning a corner, she entered the living area of the palace and headed to where she knew the Princess would most likely be at this time of day. Stopping in front of a pair of tall double doors, she approached one of the guards to the side of them. “Excuse me, sir. Would you mind terribly telling Princess Celestia that I need to speak with her?” she whispered in his ear.

He nodded sternly. “Of course, Miss Sparkle.” He stepped inside, only to return a moment later. “Her Highness will receive you in her study after she concludes her breakfast, Miss Sparkle.”

Twilight nodded. “Thank you.” She slowly made her way to Celestia's study, only to be overtaken by the mare she had come to see by the time she had reached the door. The Princess silently nuzzled her as she ushered her in to her private sanctum.

As soon as the doors were closed however, she swept up the unicorn in her embrace, cooing to her. “Oh, my poor, poor Twilight.”

Twilight just sank into the warm embrace, enjoying the feel of the alicorn's limbs wrapping around her in a protective cocoon before looking up at her. “Princess?”

Celestia gently smiled down at her. “Your friends, Rarity and Applejack had Spike send me a letter this morning telling me about your distress. I had replied that since Luna was already there she could either start talking to you while I prepared to come to you, or bring you here, but I didn't expect you to come directly here alone.”

“Oh, I see.” she replied. Then something struck her as odd and she tilted her head to the side in confusion. “Wait, what was Princess Luna doing there this early in the morning? Isn't she usually here getting ready to set the moon at this time?”

Celestia smiled as she ran a hoof along Twilight's cheek, righting her head. “That's a matter for another discussion, another time. Right now, we need to discuss your... ah, _predicament_?”

Twilight nodded in agreement. “You're right, Princess. If I don't figure out what to do, I think I may go insane!” Already, a twitch was developing in her eye again as she paced in front of the diarch.

The alabaster alicorn halted her movement with an outstretched hoof, causing the unicorn to look up at her. “Twilight, come sit with me,” she requested as she went to the cushions placed by the fireplace. She took the larger of the two, and patted the one next to her after moving it closer. The librarian complied, letting her forelegs drape over Celestia's the way they used to when she was just a filly. Celestia nuzzled her and whispered into her ear, “Close your eyes, Twilight.”

Clearing her throat, Twilight did so after shooting her a glance of confusion. Celestia's horn glowed a soft, golden hue as she closed her eyes as well and touched horns with the unicorn. When she opened them again, they stood side-by-side in a wide, grassy plain. The wind bent the tall stalks of green grass, creating waves that crashed against their legs with a tickling sensation. The afternoon sun beat down on them, warming them from the early autumn chill, and the cicadas chirruped out their last hurrah for the year. Celestia smiled down at Twilight who beamed up at her with blushing pride. “It always amazes me the level of detail that goes into your dreamscapes, Twilight.”

Twilight blushed a little deeper and squeaked out a meek and humble “Thank you.”

Celestia stood tall announcing, “Now then, my faithful student. It's time we...” She drifted off as she noticed Twilight holding her hoof to her mouth, trying to stifle a laugh. Smiling, the Princess asked, “What is it this time, Twilight?”

The lavender unicorn couldn't respond for fear of outright laughing at her mentor, and she would never be so disrespectful. Instead, she pointed at the mare, who looked down at herself over her half-moon glasses. _Wait, glasses?_ Celestia looked carefully at herself, and noticed that instead of her normal regalia, she was now wearing her mane up in a ridiculous bun, pencils jabbed into it, holding it in place. A skirt covered her royal flanks and her rear legs sported stockings and shoes, while her chest was covered by a button up blouse. A pointing rod tucked under one wing completed the look.

Celestia smirked and arched an eyebrow at her. “So is this how you _really_ see me, Twilight?”

Stifling a guffaw, Twilight responded, “I'm sorry, Princess. It's just that after all these years of 'my faithful student', I finally get to see this with my own eyes.” She sobered as the outfit was replaced by the Princess's normal attire. “Not that I ever want to _stop_ being 'your faithful student', but that phrase can't help but bring to mind certain... connotations.”

With a twinkle in her eye, Celestia smiled at her. “It's fine, my _faithful student_ , “ her smile turned into a grin, “but understand that this stays between us. Clear?” At Twilight's nod, she continued her instruction. “As I was saying, we are here in order to help you determine your true desires, so you can go about acquiring it.”

Nodding again, Twilight asked, “So how do we do that, Princess? _I_ don't even know exactly what I want.”

“I want you to picture in your mind, the happiest moment in your life you can imagine,” Celestia answered. “It could be anything from getting your cutie mark, to getting married, to having your first foal. Anything at all is possible here, so take advantage of that.”

Immediately, granite walls grew out of the ground like weeds with a stone grating on stone sound. Marble pavers choked out the grass until none was left. The walls began arching over to join together in a ceiling, blotting out the blue sky. Every few hooves, a window spiraled into existence from the walls, letting in the light of a cold, wet, rainy day. Groaning and creaking, wooden rafters grew out of the walls to support the ceiling, resting on marble pillars, and enormous bookcases sprouted from the floor. A rustling sound filled the air as books flew onto the shelves, arranging themselves to Twilight's aesthetics and plush red rugs emerged from the floor like mold growing. The area was lit by torches that popped into existence in sconces littered everywhere. As a final touch, a fireplace with a roaring fire formed out of the wall, and several wing backed chairs and end tables bloomed in front of it.

All in all, it was in impressive library, but not overwhelming. It gave the two ponies a sense of quiet comfort, especially in light of the storm going on just outside. Nodding appreciatively, Celestia said, “Cozy. I rather like it.”

Twilight gave her a wry grin. “You should, it's styled more or less after your own private library in the palace.”

Celestia returned the smile. “I noticed.”

All conversation was halted as Twilight, that is, _another_ Twilight walked into view, horn alight with her purple aura of magic. She was humming as she walked, and the book held in her magical grasp floated in front of her as she read it on the move. The other Twilight trotted over to the chairs and settled into one with a satisfied sigh.

It didn't take long for the silence to be shattered by the wail of a newborn foal. Other-Twilight sat bolt-upright, book dropping to the floor as another mare walked into the room, crying unicorn infant held in her rose-hued magical aura. “Twilight, love, Trixie must insist that you take your turn at changing little Moonlight Sparkle. Research for the Princess or not, there is simply too much going on for one of us to slack off on her duty.” Trixie kissed the lavender mare on the lips and hoofed the baby off to Twilight's magical aura.

“I'm sorry Trixie. You know I get when I'm _really_ getting into a subject,” Twilight said with a sheepish grin.

Celestia lowered her head to rest cheek-to-cheek with the real Twilight. “Well it seems that your mind is already-”

“Twilight, where's the pickle flavored ice cream?” The voice interrupted Celestia, who looked at Twilight in mild shock, who also appeared a bit surprised. Cheerilee trotted into the room, well, perhaps not _trotted_. Waddled may be closer to the mark, seeing as she was very clearly pregnant. She held up an open box and turned it upside down. “Also, we're out of cheese crackers. _Again_.” This last was aimed at Trixie who affected nonchalance.

Trixie looked to the side and turned her nose up. “The great and powerful Trixie cannot help it if a _certain_ pony cannot control her urges for snacking at all hours. A thump was heard from the back of the room, which got everypony's attention. “Speak of the daredevil.”

Spitfire landed into the room, grasping a giggling toddler pegasus as she tried in earnest to fly out of the mare's hooves. “Gotcha!” The Wonderbolt placed the tiny filly on her head, who giggled even more as she walked into the room. “Twi, hon, I think we're out of zwieback again, so I was going to run to the store with Firelight. Do we need anything else?”

Cheerilee poked Other-Twilight's side with a hoof. “Yes. We need an answer as to when it's _your_ turn to 'get one in the oven', and who gets to be first,” she said with a feral grin.

Twilight, the _real_ Twilight had covered her face with her hooves and was blushing so hard, Celestia could feel the heat radiating from her. “Please tell me when it's over,” she begged her mentor.

Celestia replied, “It's over.”

Twilight uncovered her eyes to find all four dream-mares exchanging kisses with each other. “Gah! Princess, that's not funny!”

The alicorn was laughing so hard, tears formed in her eyes. “I'm sorry, my faithful student, but I simply could not resist,” she said from behind her hoof. Regaining control over herself, she turned the mare around so she was no longer facing them. This apparently caused the area to dissolve back into the grassy field.

Twilight cautiously peeked and breathed a sigh of relief. “I guess I know now just why I was so... confused. I'm a horrible pony.”

“Twilight Sparkle!” Celestia's stern tone snapped the unicorn's attention to her. “You are _not_ a horrible pony! You are a wonderful, kind, loving, caring pony, who happens to be in love with three mares. That does not make you horrible, it makes you equine.” She sat down next to her and draped a wing over the mare's shoulders.

Looking up into her mentor's eyes, Twilight asked, “Doesn't it? Make me horrible, I mean. What I want isn't exactly fair to any of them, is it? Asking them to split their time with me so I can bask in the love of two others? Sounds awfully selfish to me, Princess.” She laid down on her belly in the grass and began pawing up clumps of it. “I mean, what kind of pony does that? It's cruel to make them share something that should be theirs outright and unconditionally.”

Laying down beside her with her wing still draped over the smaller pony, she contemplated a ladybug's trail across her hoof. “Twilight,” she began softly, “what we saw back there wasn't the base desires of a selfish pony. All four of you loved each other equally, at least as far as _I_ could tell. Besides, love isn't a set quantity within a pony. Love is limitless, and there will always be more, regardless of how many and how deeply you love.” Celestia placed her hoof next to Twilight's and let the ladybug transfer over to her. “In any case, one does not kiss a pony with _that_ much passion if one does not love one's partner deeply. I need only look at their faces to see that they cared as much for each other as they did for you.”

Twilight could not meet Celestia's gaze, and instead watched the ladybug hunt for aphids among the grass again. “But Princess, that was just my dream, no, not even a dream, a fantasy. I doubt they feel that way in real life.” She finally looked up to see Celestia studying her. “Trixie especially. I don't mean to speak ill of her, but she... she has a lot of anger and trust issues stemming from her childhood and...”

The Princess nodded. “I know. I had some ponies look into her past when I discovered that she was staying with you. I know what happened to her parents.”

“Princess!” Twilight exclaimed.

Celestia nuzzled her student's cheek. “Forgive an old mare her vices, Twilight. I did it out of concern for you.”

Twilight considered this for a moment before returning the gesture of affection. “I suppose I'd do the same in your position.” She looked up at her sternly. “But no more of that, okay? There has to be a level of trust between myself and the ponies in my life, and that precludes background checks.”

The alabaster diarch merely nodded, keeping to herself her council on the matter. “So what about you?” She smirked at Twilight's confused expression. “Do you think _you_ could devote yourself to three mares like that? Dividing _your_ time among them, plus your duties would require a lot of patience, not just from them, but you as well.”

“I... don't know.” Her quiet response was almost lost on the wind. She looked down at the ladybug again, shame filling her heart. “I love them all, and I want to make all of them happy, but I am left wondering if I am even good enough. Who am I to do this to them, to make them 'take a number', so to speak.”

Celestia tilted her head at her curiously. “Can you see yourself living with just one of them and the others relegated to being mere friends?”

Heaving a great sigh, Twilight replied, “I can see it starting out that way, but I know it wouldn't last. I would always be left wondering 'did I make the right choice?', 'would life have been better with one of the others?' 'are they okay?' 'what will the mare I'm with say if I went to see them, just to talk?'. It's the 'what if' that would tear me up inside. And that's not even considering the fact that the others might be so hurt that they sever all ties with me. Heh, 'might'. I _know_ they would leave. I know _I_ couldn't stand to see the mare I love in the arms of another and know that I can't do a bu- er, blasted thing about it,” she caught herself before cursing in front of the mare whose opinion of her matters most. Looking to the horizon, she said, “Now... now that they're in my life, this deeply, I mean, I simply can't imagine going on without any of them. They would leave far too big a hole in my heart should they go.”

Twilight looked up at Celestia again. “Have you ever faced a decision like this, Princess? Surely, you have _some_ advice for me.” Tears formed in her eyes as she pleaded. “Please, Princess. I don't want to lose any of them,” her voice choking up at the end.

The alicorn smiled at her lopsidedly. “I believe I can do one better for you, my faithful student.”

(\ /)

( . .)

*(“)(“)

Rainbow Dash could not take her eyes off of the scene in front of her, so she whispered out of the side of her mouth to Applejack, “This is like, ten kinds of creepy. How long have they been like this?”

The farmer also sat, transfixed beside her. “Spike said he found 'em like this ten minutes ago.” She gulped. “No tellin' how long they was like this afore now.”

What had them and the rest of Twilight's friends so stunned was Trixie, Spitfire, and Cheerilee sitting all in a row on the pallet on which all four of them slept. They stared forward, pupils contracted so small as to almost be invisible. Luna stepped forward and clapped her hooves just inches away from Cheerilee's ears, to no effect. She peered closely into Trixie's eye, then reared back again. “Zounds! Yon mares hath been ensorcerled, We daresay. E'en now, they cavort in the Field of Dreams.”

“How did that happen to all three of them, Luna?” Fluttershy asked timidly.

Her horn alight in a blue glow, the Princess of the moon nodded. “Verily, We sense Our sister's influence o'er them. If what We believe doth be true, then we needst only wait for them to wake.”

Rarity looked up at the alicorn of the night with concern. “What is it you believe happened, Princess?” she queried.

“Consider the facts afore us, Our little ponies,” the Princess said. “Firstly, naught canst be found of Twilight. Secondly, Good pony Pinkie-Pie hath directed her to Our sister. Thirdly, We find Twilight's suitors enspelled within the Field of Dreams. Sooth, the most logical of conclusions is that they are discussing the matter of distress with Twilight in the place where words matter most, the heart.”

Rainbow Dash looked at her like she had just grown a second head. “Huh?”

“She means that they are talking this out in their dreams,” Fluttershy answered.

“Oooh...” The cyan pegasus replied.

Luna looked down at Fluttershy. “Ist that not what We said?” Fluttershy just looked up at her and smiled gently.

(\ /)

( . .)

*(“)(“)

All color drained away from Twilight's face  as Celestia stepped aside, revealing three very familiar mares. Trixie, Cheerilee, and Spitfire stood there, looking very embarrassed and an uncomfortable silence descended over the five of them. As time stretched on with nopony speaking, an eagle could be heard giving out a plaintive cry overhead.

Twilight gulped and asked, “H- how long have you...”

Before any of them could answer, Celestia stepped forward. “I brought them here from the beginning. They could not speak before this moment, however. Do not blame them, but they needed to hear this from your own lips, and you would not have been able to find the words when staring them in the eye, er, eyes.”

With head downcast, Twilight peeked up at the three mares for whom she had come to feel so strongly. “I... I know I don't have any right to say this but... I guess there's no putting the toothpaste back in the tube. You've all heard what I said, and I'm sorry that I can't choose between you. You all deserve somepony special who will devote themselves to you and you alone.” She cast her eyes downward again, unable to bear watching them any longer, even through the shield of her bangs. “I've never had any pony feel this way about me, and I've never felt this way about any pony before.” The lavender mare kicked at the divot of grass upturned before her nervously. “I honestly don't think I could live, knowing I was the pony who hurt any of you by turning you down.” She laid down on the grass and choked out a miserable “Please forgive me...”

The three suitors looked to each other and nodded, albeit, reluctantly. They came forward and sat in the grass in an arc in front of Twilight. Spitfire stroked her hoof through the navy mane. “Hon, there's nothing to forgive. The heart wants, what the heart wants.” Twilight looked up at her with cautious hope. “To be honest, the three of us have been... talking. Before this, I mean.”

Trixie nodded. “Indeed. We talked about a great many things, and over this short time, it seems we became...” The azure mare seemed a bit at a loss for words, but fortunately, somepony came to her rescue.

“Friends,” Cheerilee finished for her. “Well, it may be a bit too strong a word at the moment. Perhaps... friendly rivals?” She shook her head in frustration. “Our... relationship is a bit difficult to quantify right now.” The maroon mare saw the look of worry in Twilight's face and quickly amended, “But we are definitely heading towards it, right girls?” She looked at the other two suitors encouragingly.

“Oh, yes, indeed! Trixie could not agree more!”

“Definitely! Without a doubt!”

Twilight twiddled her hooves as she stared down at them. “Sooo... Where does that leave us?”

Without hesitation, Spitfire replied, “Here.” And with that, all three leaned forward and kissed Twilight on the lips.

(\ /)

( . .)

*(“)(“)

Unseen by Twilight's friends, Luna smiled widely. She had been peeking in on their conversation, which was no big feat for her, seeing as it was conducted in the Field of Dreams. _Verily, We doth feel relief that 'Tia was able and willing to help her “faithful student”. E'en against this confounding, puissant mare, none know just the right kind of pressure to apply and when, near half as well as she._ She saw the suitor's eyes return to normal and begin blinking. “Hark, We doth believe that yon mares wake anon.”

The others gathered close and watched them blink, trying to clear the muzziness of sleep. The three looked around, a bit confused, when Luna felt a pressure that could only mean one thing. “Mark ye well, Our sister doth come amain. Gather usward, Our little ponies.”

A bright light could be seen streaming in through the window, bathing the room in its brilliance. It became near unbearable as a globe of blinding light made its way in through the window and dimmed away, leaving Celestia and Twilight standing in the center of the room. Immediately, before any of the ponies could bow, Twilight ran to the three mares, and to her friends great shock, pulled all three into a hug which was eagerly returned by all.

Before any of them could say anything, the Princesses quietly ushered them out of the librarian's bedroom, and outside altogether. The town was just starting its daily bustle, so there weren't many ponies out and about to pay them any attention. Naturally, Rarity was the first to ask, “Princess? What happened? Were you able to help Twilight?”

Celestia nodded. “Yes, I was Rarity. I just needed to show Twilight what she already knew in her heart.”

“Well, if'n it's not too much trouble, would you mind tellin' us who she chose?” Applejack asked.

Leaning down to her eye level, Celestia said, “Don't you think it's Twilight's decision to tell?”

Applejack doffed her Stetson and looked properly contrite. “Mah apologies, Princess. It's just... yah see, we all were sorta rooting for one pony or t'other to come through in the end, so's we're all a might het up about this.”

The Princess took note of the many ponies that were looking their way stopped, all with ears perked, straining to hear their conversation. “I understand Applejack, but I refuse to discuss Twilight's private affairs with other ponies, and you should all respect that as well.” She looked down at the small, purple dragon  at her hooves and said, “Spike, I think Twilight has a few things she needs to sort out here in private. Would you...” She let her words trail off suggestively.

Fortunately, Rarity took the hint. “Oh, Spike! Would you mind _terribly_ coming over to the boutique? All this running around today has inspired me, and I could _really_ use an extra paw around.”

“Sure, Rarity! Always glad to help.” Despite his earlier protestations to himself, the little dragon's eagerness to help the unicorn were very telling.

Applejack leaned in and whispered into Rarity's ear. “What about us? You said after we helped Twi with her 'problem' we'd... yah know.”

Turning her head, the fashionista whispered into  her marefriend's ear. “Love, I think that Twilight needs a little time to 'yah know', herself.”

Blushing, Applejack jammed her hat on her head so that it covered her eyes completely.

“Now that that's taken care of,” Celestia announced, “there's a few things that require my attention here in town. Luna?” she asked.

The mare of the moon shook her head. “Neigh. We shall join thou anon in Canterlot. We hath... other matters which demand Our attention.”

Nodding, Celestia cantered off, and in a flash of light, was gone. “Well, I suppose we should get going too, Pinkie.” Rainbow Dash looked back at the party mare who was looking off in the distance towards the edge of town. “Pinks?”

Pinkie-Pie turned around with a knowing grin on her face. “Come on, Dashie. We need to get back to the bakery. The cakes need help before the morning rush, you know.” She started dragging the rainbow-maned mare home with her by the hoof.

“Well, Ah suppose Ah oughta be headin' home mahself. Need to get started on the back forty if'n we're gonna have enough apples for the cider rush this year,” Applejack sighed. She kissed Rarity on the cheek and started off down the road. “Come on, Fluttershy. Ah'll walk you home Ah guess.” She looked around when there was no answer. “Fluttershy? Luna, you seen-” she turned to ask the alicorn, but noted that she was missing as well. “Huh. Ah, well. They're grown mares. They can handle themselves, Ah reckon.”

Rarity watched Applejack with a hungry look until the earth pony disappeared around the corner. Shaking herself from a daydream, she turned, saying, “Come along, Spike. Lots of dresses to make!” she cried out in a sing-song voice.

(\ /)

( . .)

*(“)(“)

The gray mare adjusted her flatcap as she peered around the corner, watching the ponies in front of the library disperse. “I must say, that you've certainly gotten better at timing the flash and invisibility spells, Your Highness,” she said quietly.

“I have you to thank for that, Plain Sight,” replied a disembodied voice sounding suspiciously like Celestia behind her. “I hope you don't mind if I stay invisible for a bit. No need to drop it when I'll just need to do it again later.”

Grinning, Plain Sight turned to “face” the voice, and bowed low. “It was a pleasure knowing I could teach you something new, Ma'am. I honestly thought you would have come up with a trick like that by now on your own.” She rose again. “So, would you like a full report now, or would you rather wait for me to send it in?”

“Hmmm...” contemplated the voice. “I believe I can wait. However, could you step up the security around the library for a few hours? I believe they should want some extra privacy for a bit.”

The earth pony nodded. “ _Aussitôt dit, aussitôt fait_.”

There was a rush of wind as the voice faintly said, “Then I shall say _adieu_.”

Plain Sight trotted over to a unicorn hiding behind a trash can. “You heard the Lady. I want a sound bubble put up around the tree, pointed inward. Sound goes in, but not out. And I want an mirror illusion set up on the balcony and all windows as well. Don't want any unauthorized ponies getting an eyeful or an earful, do we?”

The unicorn mare nodded, and set about her task. The gray mare herself grinned as she considered the library, and would have chewed on a cigar if she had one. “I love it when a plan comes together.”

(\ /)

( . .)

*(“)(“)

As soon as the door closed behind her, Twilight's lips locked onto Spitfire's. She was surprised when the pegasus's tongue pierced the barrier of her lips, but eagerly welcomed the invader. For many long minutes, they dueled for dominance, neither one ready to give in. The feeling was a novel one to Twilight, who relished a dream come true that was more than five years in the making. Finally, they parted to take a breath, a single string of saliva connecting the two still. “Wow,” said the librarian quietly.

“You can say that again,” Spitfire replied.

“Wow.”

Spitfire was about to go in for seconds when an azure blur knocked Twilight to the pallet on her back. Trixie smashed their lips together in a fierce kiss of passion. This kiss didn't last long however, as she made a point to nibble along Twilight's jaw, traveling downward. The lavender mare shivered under her assault and wrapped her forelegs around the showmare, holding her tightly against her body. The grip tightened when Trixie made it to Twilight's throat, and alternated between nibbles and licks, eliciting moans of pleasure from them both. “Ah... T- Trixie... Ah!”

Twilight's cries were changed to muffled moans when Cheerilee gently kissed the noisome mare. Every kiss ended with one of Twilight's lips being gently nipped by the teacher's and pulled up until it escaped, whereupon, she started the process all over again. Cheerilee wrapped her forelegs around Twilight's head as if cradling it and stroked her mane gently.

By this time, Trixie had moved further down, and was nipping and licking Twilight's belly button, allowing Cheerilee more room, who took the opportunity to turn herself around so that her chest lay partially on top of Twilight's. Spitfire moved to lay down by Twilight's head and gave her horn a few tentative licks. She had read that if done just right, it could be one of the most erotic experiences for a unicorn. Just a few licks was all it took to make the mare beneath her blush beet red, confirming that Twilight was among the lucky few who were sensitive enough to receive pleasure through their horns.

Spitfire took a deep breath... and pictured herself soaring among the clouds. Performing stunts, chasing birds, and just cavorting among the clouds. She opened her eyes and looked to her wings, noting that they were erect for flight and shivered now and then in anticipation. She then brought one wing forward, and gently caressed Twilight's horn with it. Using the lightest of touches, she stroked the horn with her primary flight feathers. Both mares shivered as their auras brushed against each other. Even Cheerilee and Trixie felt a tingle of erotic magic pass through them. The room was filled with four distinct cries of ecstasy.

Spitfire continued to brush her wing against Twilight's horn, sending all three mares into spasms of blissful fervor. Catching on to what the pegasus was doing, Cheerilee went from her lover's mouth, to kissing the side of Twilight's horn, licking it, then she simply put her lips on it and hummed. The effect this had on the mares was something akin to setting a vibrator on low against every erogenous zone on their bodies. The earth pony almost stopped humming, she was so lost in the feelings, but managed to keep going.

Through great effort, Trixie looked up at them with crossed eyes to see what was causing such... bliss. It took a moment for her befuddled brain to grasp what was going on, but it immediately brought to mind the time when her magical aura mixed with Twilight's. With a rapturous smile, she focused her magic on Twilight's horn, enveloping it in a pink glow. Instantaneously, the lavender mare's magic responded to the telekinetic field by gently pushing against it. The redoubled effect that Cheerilee and Spitfire had begun, was again redoubled, then yet again in a resonant feedback loop that sent all four mares over the edge, all without touching a single sexual organ.

The four of them lay there on the pallet, covered in sweat and panting for breath as if they had just run a marathon. “That...” Twilight managed between gasps, “was... the most... _fantastic_ thing... _ever_!”

Heaving for breath on her side, Spitfire replied, “I... knew it could... be great... but that...” She paused for a long moment. “I mean... something like _that_ could only happen if...” she trailed off.

Cheerilee moved her head just enough to glimpse Spitfire's face. “If what?”

The golden pegasus had recovered enough to sit up and did so. “Now remember that what we just did has been attempted before to mixed results. It's been speculated that getting what we just experienced would take...”

Trixie lifted her head from Twilight's stomach where it had fallen. “Oh, for Celestia's sake, just say it. We're all adults here. Or at least I _hope_ we are after that.”

Everypony gave her an arched eyebrow, as it was the first time they had heard her crack a joke. Spitfire shook her head after a moment and explained, “The experts who wrote the book I read about this in, speculated that it would take lovers to get what we just had.”

Cheerilee rolled onto her stomach and looked at her in confusion. “Isn't that what they used? Lovers?”

Spitfire shook her head. “No. All they could find to make the attempts were ponies they hired. They weren't... _lovers_.”

The maroon mare gasped and covered her mouth with a hoof. “Do you mean to say...”

“You _can't_ be serious,” Trixie added. “I mean, I respect you all, but Twilight is the one I...”

Twilight sat up on her elbows and looked down at the unicorn still laying on her abdomen. “That's where love begins, Trixie, with respect.” Her small smile spread into a grin. “You can lust after a pony all day, but that doesn't mean you love them. It's only when you come to _know_ them, that you can respect them, and with respect, love can truly bloom.”

Trixie looked down sadly. “I... I never thought...”

Gathering her up in her forelegs, Twilight hugged her close to her chest. “Trixie?” The mare looked up at her, tears in her eyes. “You haven't noticed? You haven't used the third person since the dream.” Twilight's grin threatened to engulf her face. “You respect them enough to let them in here,” she said as she touched Trixie's chest where her heart lay. “The magic that we just performed is proof of that.”

They were joined by Cheerilee and Spitfire, who hugged them both. After a long moment, Twilight lifted her head. “Well, I don't know about the rest of you, but there's a little bothersome thing that I've had for far too long, and I think this is a good opportunity to lose it.”

Trixie looked up at her in surprise. “You mean you've never...”

Twilight smiled ruefully as she shook her head. “The moment never seemed right. _This_ moment, however-” She was suddenly silenced by Spitfire gently turning Twilight's head to face her and kissing her deeply. Trixie took advantage of the lavender mare's grip on her loosening to slide down and resume her trip to south of Twilight's equator. Cheerilee gently pushed Twilight onto her back with Spitfire following so that their kiss never broke. Trixie slid further down and licked at the purple teat in front of her. She was nudged and moved aside to let Cheerilee join her on the other.

With her rear hooves waving and flexing in the air, Twilight moaned into Spitfire's mouth. Their kiss broke and the librarian pulled the golden pegasus over so that she could whisper in her ear, “Please. I want to make you feel as good as you all are making me feel. Let me. I'll do anything. _Lick_ anything. Just, please...” The desperation in her entreaty made Spitfire smile, and she licked the hoof holding her head. Twilight released her.

The pegasus stood over her lover's head and gave her one last look, asking if she really wanted to do this. A silent nod was all the prompting that was needed, and she lowered her rear end until it was just inches from Twilight. The unicorn reached up and pulled her down, letting the all too ready marehood land on her muzzle with a wet **_PLOP_**. It took her a moment to find just the right position that allowed her to breathe, while giving her tongue access to the wonderfully tasty honeypot above her. Spitfire shuddered as the inexpert tongue laved her petals, adding to the wet, sloppy sounds in the room. She looked forward to see what Trixie and Cheerilee were doing.

While Spitfire had been settling in to her new favorite seat, the earth pony and unicorn were taking turns. While one would gently nibble on the purple pearl and alternate that with licks; the other would lick, nip, and pull on Twilight's labia, alternating that with thrusting her tongue into her virgin depths; before switching spots. Their hooves were kept busy as well. One from each was used to hold open the slender, yet muscular thighs; while the others spent all their time and attention on their own marehoods. There was much rubbing of mons, squeezing, circling, and massaging. It all left little doubt that all four would be walking funny for the next few days.

While Twilight's inexperienced tongue accidentally kept Spitfire on the edge, who generously lubricated her muzzle; it was quite intentional that the other two mares kept Twilight walking that very same fine edge, backing off when she was about to boil over, then turning the heat back up again. Indeed, it didn't take them very long at all to recognize the signs when she came close. They played with her like that until she was left a shivering wreck, unable to do more than give Spitfire's lush flower  a quivering lick every now and then.

Finally deciding to end it, Trixie and Cheerilee used their tongues to violently thrust into Twilight's depths; sliding along her channel up to and back down from the nubbin of flesh that was suddenly the center of her entire existence. They could feel their long tongues sliding up against each other, and fueled by the cries of ecstasy from the object of their affections; brought their lips together in an orgy of lust, and more importantly, mutual affection, both for each other as well as the mare on whom they lavished their attentions.

Twilight's cries to the very heavens would have been heard by the entire town were it not for the enchantment placed around the library. As it was, she lost control over her magic, a stream of pure, unbridled magical _energy_ shot forth from her horn, scorching the floor and setting fire to the drapes that normally cover the balcony window. Luckily, the enchantments placed on the library detected the flames before much damage could be done, and extinguished them right away.

Set off more by the fact that Twilight had just come, Spitfire joined her in orgasmic release. Opting to let the poor mare breathe, she ground her clit on Twilight's chest, allowing the soft fur of her coat to stimulate her climax. Trixie and Cheerilee joined them as well, their lips still locked together as their tongues dueled within and without Twilight's marehood.

Once again, the four mares lay there heaving. It took longer this time around for anypony to catch their breath enough to speak. Surprisingly, it was Twilight who found her voice first. “Well...” she heaved, “if you're going... to lose something... _that's_ the way to do it.”

Spitfire grinned at her from where she lay. “Look at you, little miss dirty filly. Mare of the world, now.”

“I certainly hope you enjoyed that, because we'll be doing a _lot_ of that in future,” Cheerilee said.

Trixie brought her hoof to her mouth and began licking off her own juices. “Yes,” she agreed lazily, “the great and powerful Twilight will have many more days of this,” she said between licks.

“Great and powerful, am I?” Twilight asked mischievously. She rolled over into a sitting position on her belly and imperiously pointed a hoof at the azure mare. “As the great and powerful Twilight, I command you two to hold her down so that I might administer...” she licked her lips in anticipation, “a dose of _noblesse oblige_.”

“Wha-” was as far as Trixie got before Cheerilee and Spitfire rolled her onto her back and plopped down on her forelegs, pinning them to the pallet.

Spitfire winked down at the helpless mare. “Sorry, Trixie, but the mistress's orders are irrefutable.”

“Her very whim is our command,” agreed Cheerilee.

Twilight sauntered over to the pinned mare, her eyes half-lidded seductively. “What's this? A mare reluctant to submit to the great and powerful Twilight? We shall see about that.” With that, Twilight  dove her face into the azure mare's sloppy sex, licking the savory nectar leaking from her heavenly font. Right away, she noticed that she had a much sharper flavor than Spitfire's piquant juices. Trixie's was almost... tart to the point of sourness, but remained sweet enough to still be recognizable for what it was. Absently, she wondered if Cheerilee's will taste different from the others, and in what way.

Settling down to her belly again, Twilight noisily slurped away as if Trixie were some sort of heavenly water fountain. Every now and then, she would nibble her way up and down the inside of her thighs, leaving bite marks all over them. She even got a little overeager once, dipping down to her perineum. This caused Trixie to gasp loudly, then moan as Twilight went back up to her mons. _I may have to revisit that again sometime in future if it gets a reaction like that._

Remembering what they had done to her, Twilight speared her tongue into Trixie's moist canal, surprised when she encountered resistance. She quickly realized that she had reached the unicorn's maidenhead and decided to leave it's sundering for another time. Instead, she relished forcing her tongue up against as far as she could without breaking it.

Trixie was writhing under Twilight's ministrations, causing Cheerilee and Spitfire to have to put their entire weight on her forelegs and chest to keep her from squirming free. With two of her limbs pinned to the ground, she let her rear legs wrap themselves around Twilight's head to keep her there, as if the librarian would ever want to stop what she was doing.

With Trixie's legs pushing her head in as it was, Twilight found her muzzle grinding against the button of flesh which quite literally opened the mare's floodgates. As Trixie was sent over the edge, Twilight had to push back against the legs holding her down just to catch a breath. Between the velvety soft flesh and the spend coming faster than she could swallow, she found breathing difficult.

Finally, Trixie came down from her plateau, releasing the mare between her legs. Twilight brought her head up, gasping for air. “We..” she said between wheezes, “need to work... on our timing. I almost... suffocated.”

Cheerilee grinned at her wolfishly. “But what a way to go, eh?”

Twilight shot her a sultry glance. “You're next, _Miss_ Cheerilee. It's time for our private tutoring session.” The maroon mare only arched an eyebrow as Twilight sauntered over to her with a noticeable wiggle to her hips, and gently pushed on her shoulder until the teacher had rolled over onto her back. She kissed Cheerilee, sharing Trixie's taste with her, then pulled back. “What do you say we work on... _multitasking_?”

Before the earth pony could ask what she meant by that, Twilight whirled around so that they were now looking into each other's marehood. Leaning down, she gave Cheerilee a few tentative licks so that she'd get the idea, before settling down, letting her rump rest on the teacher's fore hooves.

As they began licking in earnest, Trixie rolled onto her belly to watch. _I suppose that what Twilight said was true. I must feel something for them. Otherwise, I would be insanely jealous right now, instead of just a little turned on. Oh, who am I kidding? I'm a_ lot _turned on right now._ She was surprised when she felt forelegs envelope her in a hug from behind.

Spitfire rested half on top of the unicorn, and gave her a little squeeze of affection. “She certainly learns fast, doesn't she?” she whispered into Trixie's ear.

Touched by the gesture, she rested a hoof on the forelegs draped around her. Trixie turned her head just enough to see the face of the mare out of the corner of her eye, she whispered back, “I think she may have been doing 'independent research'.”

“But what would she have read?” the pegasus asked. “She obviously didn't know what the Ka-Mare Sutra was, or why it might be sticky when it fell off the bookshelf the other day.”

They looked at each other before grinning and saying at the same time, “Romance novels.”

Twilight groaned in ecstasy, not just from the skilled tongue-work going on behind her, but from the taste of the mare before her. Whereas the others had a sharpness about them that was distinctive, Cheerilee's honey was almost as sweet as, well, honey.

She also had a different approach to love-making from the others. Whereas Spitfire tended towards fast and rough, and Trixie used her acrobatically skilled tongue to pull off maneuvers she had never even thought of, Cheerilee went the slow and steady approach. It was a slow boil that could take a very long time, but it kept the escalation to a steady pace. If one could sum up the three of them in one word each, Spitfire would definitely be energetic, Trixie would be adroit, but Cheerilee would be... languid. It was the kind of sex that could be used to fill a lazy afternoon while a cool breeze blew through the open windows. No pressure would be exerted here, just, gentle caresses, leisurely kisses, and a relaxing day, spent entirely in bed.

As both mares were still exhausted from their earlier exertions, Cheerilee sped up more than she normally would have liked, and Twilight followed her lead. They rolled onto their sides, allowing each access while relieving the pressure each had been feeling in their forelegs. The finish came as a surprise to both of them, with Cheerilee starting them both off. Twilight's naïve tongue had pushed once too often, used just a bit too much pressure, and remained in one spot for just too long, surprising Cheerilee with her orgasm. This was enough to send Twilight into her own paroxysms of pleasure.

When it was all over, Twilight looked over to Spitfire and Trixie who hadn't moved from their position. Grinning at them, she received a smile from each of them. She looked down at the pallet with a bit of dismay. “Well, it's going to take a minor miracle to get _these_ clean again,” she muttered.

Cheerilee hid a titter behind a hoof before her expression became serious. “Um, I may actually have a solution to the... er, _space_ problem, here.” The other three mares looked to her as she traced a small circle on the pallet. “We could...” she gulped nervously, “maybe... this is just an idea, mind you, but we could perhaps build a larger bed to put up there?” she pointed towards the second level where Twilight kept her recently unused bed.

The others looked up to where she was pointing contemplatively, giving her the courage to go on. “We could even chip in for rent and perhaps... move... in... together?”

“What about your home, Cheerilee?” Twilight asked. “Don't you have a lot there? I'm not sure it would all fit in here along with Trixie's and Spitfire's.”

“Everything I own is already in my wagon,” Trixie said. She took in their looks of astonishment. “I... tended to travel light. For... various reasons.”

As much to break the awkward silence as to add in her two bits, Spitfire said, “I actually don't have much, since I live in an efficiency apartment right now.” She shrugged without taking her forelegs from Trixie. “It came fully furnished, so really all I have besides my work clothes are my trophies, some pictures, and a tiny collection of books. It was really just a place to lay my head and keep a few mementos.”

“Books?” Twilight perked up. “What kind of books?”

Spitfire laughed at her, but her answer was cut off by a quiet knocking at the bedroom door. “Twilight? Everything okay in there?” Spike asked as he opened the door. The Princess said that-” He stopped as his nose was assaulted by an unfamiliar smell that pervaded the room. “What's that smell?” he asked, crinkling his nose.

“Nothing! It's nothing Spike!” Twilight quickly said as she and Trixie used their magic to open the windows in a vain attempt to air out the odor of sex from the room. 'What did the Princess say?”

The dragon stopped trying to sniff the air. “Oh, she said that she took care of work for all four of you for the next week. Something about having the mayor move the Running of the Leaves up a week.” He set out a sheaf of papers on to her desk saying, “Here's the entry applications for all of you. She said she's looking forward to seeing how you all place in it.” His feral grin threatened to take in his ears.

“Thank you Spike. Would you be a dear and send a note of thanks to the Princess?” Twilight asked. “We're going to be... busy working out the logistics of three extra mares living here permanently.”

The little dragon looked at her in shock. “You are? I mean, we are? I mean... what do I mean?”

Twilight had a foolish grin on her face as she said, “Spike, allow me to introduce you to my... fillyfriends.”

(\ /)

( . .)

*(“)(“)

_~Owari~_

  
**Author's Note:**

Well, this has been some ride (no pun intended), hasn't it? Now that the story is complete, I have a confession to make. This isn't the ending I had envisioned when I started this story. Nope. Originally, this was to be a CheeriLight story. That's right, I had just finished Romance reports, and was wondering where I could get some more of this pairing that had never occurred to me before. So I decided to write it myself. However, somewhere along the way, I grew to care for Trixie and Spitfire. It got to the point where just pairing those two off after having their hearts broken by Twilight just would not do. So I had a talk with my muse, and we came to an understanding. She wouldn't break their hearts, and I would continue to let her dominate... I mean inspire me.

Where do I go from here? Well, I'm not through with this series yet. I already have a prequel, three side stories, and a sequel(s) planned for this, so there's more to come. I hope you'll all rejoin me for their continuing adventures.

Oh, and Plain Sight was a total surprise to me. She came out of nowhere (as is her wont), and shows no signs of going anywhere. Perhaps I'll give her a side story as well. Who knows?

I don't own anything here, but the arrangement of the words, as well as Plain Sight. All else belongs to Hasbro and Lauren Faust. It's their sandbox, and I thank them for letting me play in it.


End file.
